SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Riley Jeffrey

(Last)

(First)

(Middle)

C/O SWIFT TRANSPORTATION CO., INC.

P.O. BOX 29243

(Street)

PHOENIX

85038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SWIFT TRANSPORTATION CO INC [ SWFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2007		D⁽¹⁾		15,162	D	$31.55⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽²⁾	05/10/2007		D⁽¹⁾			4,463	⁽¹⁾	01/30/2007	Common Stock	4,463	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$17.65	05/10/2007		D⁽³⁾			8,500	⁽³⁾	04/05/2014	Common Stock	8,500	⁽³⁾	0	D
Employee Stock Option (right to buy)	$18.54	05/10/2007		D⁽³⁾			18,750	⁽³⁾	12/31/2007	Common Stock	18,750	⁽³⁾	0	D
Employee Stock Option (right to buy)	$22.02	05/10/2007		D⁽³⁾			11,500	⁽³⁾	04/07/2015	Common Stock	11,500	⁽³⁾	0	D
Employee Stock Option (right to buy)	$22.65	05/10/2007		D⁽³⁾			20,000	⁽³⁾	04/03/2013	Common Stock	20,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$30.52	05/10/2007		D⁽³⁾			15,000	⁽³⁾	01/30/2014	Common Stock	15,000	⁽³⁾	0	D

Explanation of Responses:

1. These shares were cancelled pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 2007, among the Swift Transportation, Saint Acquisition Corporation and Saint Corporation in exchange for the per share merger consideration of $31.55.

2. Prior to their cancellation, each performance share represented a contingent right to receive one share of Swift Transportation common stock.

3. Each option was canceled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the exercise price of the option and the per share merger consideration of $31.55.

	/s/ Jeffery T. Riley	05/14/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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