1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
70,888,976(1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
70,888,976(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of the Issuer's Class A and Class B Common Stock (the "Common Stock") held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital Group Investors II, LLC ("M Capital II"), an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a commitment letter (the "Commitment Letter") entered into among Mr. Moyes, M Capital II, and Citibank, N.A. ("Citibank"). Under the terms of the commitment letter, M Capital II received the shares upon entering into a variable prepaid forward contract (the "VPF Contract") with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering (as defined below). See Items 3 and 4 for further information.
Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged by Mr. Moyes, Mrs. Moyes, and the Jerry and Vickie Moyes Family Trust to a trust (the "Trust") in connection with a private placement of the Trust's mandatory common exchange securities (the "Stockholder Offering"). Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, no longer subject to the option to settle the obligations to the Trust in cash, notice of which was required by November 1, 2013. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
|
(2)
|
Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding Company II, LLC ("Cactus Holding II"), an affiliate of Mr. and Mrs. Moyes, that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
Includes 4,141,746 shares of the Issuer's Class B Common Stock held by (1) five trusts for the benefit of five of Mr. and Mrs. Moyes' children for which Michael J. Moyes is trustee, and (2) one trust for the benefit of Mr. and Mrs. Moyes' son, Michael J. Moyes, for which Lyndee Moyes Nester is trustee (collectively the "Children's Trusts"). Mr. and Mrs. Moyes do not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts all have an equity interest in M Capital II.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 68.7% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vickie Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
70,888,976(1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
70,888,976(1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of common stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged by Mr. Moyes, Mrs. Moyes, and the Jerry and Vickie Moyes Family Trust to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, no longer subject to the option to settle the obligations to the Trust in cash, notice of which was required by November 1, 2013. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
|
|
(2)
|
Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
Includes 4,141,746 shares of the Issuer's Class B Common Stock held by Children's Trusts. Mr. and Mrs. Moyes do not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts all have an equity interest in M Capital II.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 68.7% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jerry and Vickie Moyes Family Trust Dated 12/11/87 (the "Moyes Trust")
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
AF, BK, PF, OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Arizona
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
62,297,461(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
62,297,461(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class A and Class B Common Stock. Mr. and Mrs. Moyes are co-trustees of the Moyes Trust and hold the voting and dispositive power over the shares. Of the shares included herein, 11,113,203 shares of Class B Common Stock have been pledged by the Moyes Trust to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, no longer subject to the option to settle the obligations to the Trust in cash, notice of which was required by November 1, 2013. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
|
|
(2)
|
Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
Includes 4,141,746 shares of the Issuer's Class B Common Stock held by Children's Trusts. The Reporting Person does not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts all have an equity interest in M Capital II. Also includes 8,591,515 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract through its equity interest in M Capital II.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 68.7% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company II, LLC (27-4510310)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
11,392,987(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
11,392,987(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,224,865(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
11.6%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes 8,323,388 shares of Class B Common Stock and 3,069,599 shares of Class A Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
|
|
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 12.7% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors, LLC (45-2614711)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
17,958,799(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
17,958,799(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,958,799(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
12.8%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 18.6% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cactus Holding Company, LLC (27-4438129)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Alaska
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
17,958,799(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
17,958,799(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,958,799(1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
12.8%(2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class B Common Stock held by M Capital Group Investors, LLC, of which the Reporting Person is a member. Mr. and Mrs. Moyes have voting and dispositive power over the shares.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|
(2)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 18.6% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Capital Group Investors II, LLC (46-3644539)
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
21,832,472(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
21,832,472(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Includes shares of Class A and Class B Common Stock.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
|
|
(2)
|
Includes 4,141,746 shares of the Issuer's Class B Common Stock held by Children's Trusts. The Reporting Person does not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts all have an equity interest in the Reporting Person, and participation in the VPF Contract. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract.
|
|
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 12.6% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Moyes
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
3,451,455(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
3,451,455(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes 3,451,455 shares of Class B Common Stock owned by various trusts for the benefit of five of the children of Mr. and Mrs. Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Such shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, no longer subject to the option to settle the obligations to the Trust in cash, notice of which was required by November 1, 2013. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|||
(2)
|
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Includes 690,291 shares of the Issuer's Class B Common Stock beneficially owned by Lyndee Moyes Nester as trustee of the Michael J. Moyes Trust, one of the Children's Trusts. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts each have an equity interest in M Capital II and M Capital II's entry into the commitment letter and the VPF Contract. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract.
|
|||
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 68.7% of the total voting power as of August 2, 2013.
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lyndee Moyes Nester
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
690,291(1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
690,291(1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
79,862,600(2)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
57.0%(3)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes shares of Class B Common Stock held by the Michael J. Moyes Trust, one of the Children's Trusts, over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Such shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, no longer subject to the option to settle the obligations to the Trust in cash, notice of which was required by November 1, 2013. The Reporting Person will continue to have the right to vote the pledged shares until delivery.
As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
|||
(2)
|
Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Includes 3,451,455 shares of the Issuer's Class B Common Stock beneficially owned by Michael Moyes as trustee for five of the Children's Trusts. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children's Trusts each have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract.
|
|||
(3)
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person represent 68.7% of the total voting power as of August 2, 2013.
|
Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, and Michael Moyes previously filed on Schedule 13G pursuant to the provisions of Rule 13d-1(d).
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
(a)
|
There is no contemplated acquisition or disposition of additional securities of the Issuer.
|
|
(b)
|
There is no extraordinary corporate transaction contemplated.
|
|
(c)
|
There is no contemplated sale or transfer of material assets by Issuer or any subsidiaries.
|
|
(d)
|
There is no contemplated change in board of directors or management of Issuer.
|
|
(e)
|
There is no contemplated change in Issuer's capitalization or dividend policy.
|
|
(f)
|
There is no contemplated material change in Issuer's business or corporate structure.
|
|
(g)
|
There is no contemplated change in Issuer's charter, bylaws, or instruments.
|
|
(h)
|
There is no contemplated action affecting the NYSE listing of Issuer's Common Stock.
|
|
(i)
|
There is no contemplated action terminating registration of Issuer's Common Stock.
|
|
(j)
|
There is no contemplated action similar to any enumerated in (a) through (j) above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
1.
|
Includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed August 2, 2013.
|
2.
|
The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons represent 68.7% of the total voting power as of August 2, 2013.
|
3.
|
Includes 4,831,878 shares of the Issuer’s Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.
Includes 4,141,746 shares of the Issuer’s Class B Common Stock held by Children’s Trusts. Mr. and Mrs. Moyes do not have voting or dispositive power over the shares held by the Children’s Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children’s Trusts all have an equity interest in M Capital II.
|
4.
|
Includes 22,535,486 shares of the Issuer’s Class A Common Stock and 48,353,490 shares of the Issuer’s Class B Common Stock.
Includes 19,465,787 shares of the Issuer’s Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons’ pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Includes (i) shares held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power, and (ii) shares held directly and indirectly by the Moyes Trust or entities controlled by the Moyes Trust (including Cactus Holding I, Cactus Holding II, and M Capital I) and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power. For further details, please refer to the beneficial ownership tables at the beginning of this amended Schedule 13D.
As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.
|
5.
|
Includes 19,465,787 shares of the Issuer’s Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons’ pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Includes 690,291 shares of the Issuer’s Class B Common Stock held beneficially owned by Lyndee Moyes Nester as trustee of the Michael J. Moyes Trust. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children’s Trusts all have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer’s Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person’s participation in the VPF Contract.
|
6.
|
Includes shares held by five of the six Children's Trust.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
7.
|
Includes 19,465,787 shares of the Issuer’s Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, received on October 29, 2013 pursuant to a Commitment Letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the Commitment Letter, M Capital II received the shares upon entering into the VPF Contract with Citibank on October 29, 2013. The Commitment Letter and VPF Contract were entered into in connection with the settlement of certain Reporting Persons’ pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.
Includes 3,451,455 shares of the Issuer’s Class B Common Stock beneficially owned by Michael Moyes as trustee for five of the Children’s Trusts and 690,291 shares of the Issuer's Class B Common Stock beneficially owned by Lyndee Moyes Nester as trustee for the Michael Moyes Trust. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, because the Children’s Trusts all have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer’s Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person’s participation in the VPF Contract.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1
|
Joint Filing Agreement, dated October 7, 2013, by and among the Reporting Persons, incorporated by reference to Exhibit 1 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 2
|
Power of Attorney of M Capital Group Investors II, LLC, incorporated by reference to Exhibit 2 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 3
|
Power of Attorney of Lyndee Moyes Nester, incorporated by reference to Exhibit 3 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013
|
|
Exhibit 4
|
Power of Attorney of Cactus Holding Company, LLC, incorporated by reference to Exhibit 2 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 5
|
Power of Attorney of Cactus Holding Company II, LLC, incorporated by reference to Exhibit 3 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 6
|
Power of Attorney of M Capital Group Investors, LLC, incorporated by reference to Exhibit 4 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011
|
|
Exhibit 7
|
Power of Attorney of Michael Moyes, incorporated by reference to Exhibit 3 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010
|
JERRY MOYES, individually
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
VICKIE MOYES, individually
|
|
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
|
|
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
M CAPITAL GROUP INVESTORS, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust
|
|
/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
MICHAEL MOYES, individually
|
|
/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
LYNDEE MOYES NESTER, individually
|
|
/s/ Lyndee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
|