0001140361-17-008906.txt : 20170223
0001140361-17-008906.hdr.sgml : 20170223
20170223185131
ACCESSION NUMBER: 0001140361-17-008906
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170222
FILED AS OF DATE: 20170223
DATE AS OF CHANGE: 20170223
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KNIGHT TRANSPORTATION INC
CENTRAL INDEX KEY: 0000929452
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213]
IRS NUMBER: 860649974
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5601 W BUCKEYE RD
CITY: PHOENIX
STATE: AZ
ZIP: 85043
BUSINESS PHONE: 6022692000
MAIL ADDRESS:
STREET 1: 5601 W BUCKEYE RD
CITY: PHOENIX
STATE: AZ
ZIP: 85043
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KNIGHT KEVIN P
CENTRAL INDEX KEY: 0001187342
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32396
FILM NUMBER: 17634215
MAIL ADDRESS:
STREET 1: 5601 WEST BUCKEYE ROAD
CITY: PHOENIX
STATE: AZ
ZIP: 85043
4
1
doc1.xml
FORM 4
X0306
4
2017-02-22
0
0000929452
KNIGHT TRANSPORTATION INC
KNX
0001187342
KNIGHT KEVIN P
20002 NORTH 19TH AVENUE
PHOENIX
AZ
85027
1
1
0
0
Executive Chairman
Common Stock
2017-02-22
4
J
1
34350
31.95
D
2812797
I
Trust
Common Stock
2017-02-23
4
J
1
34177
31.60
D
2778610
I
Trust
Forward sale contract (obligation to sell)
2017-02-22
4
J
1
34350
0
D
2017-02-22
2017-02-22
Common Stock
34350
100000
I
Trust
Forward sale contract (obligation to sell)
2017-02-23
4
J
1
34177
0
D
2017-02-23
2017-02-23
Common Stock
34177
50000
I
Trust
On December 12, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 150,000 (in 50,000 increments) of KNX common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of KNX common stock at that time) on the maturity dates of the contract: 50,000 on February 22, 2017; 50,000 on February 23, 2017; and 50,000 on February 24, 2017 (each a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $1,735,613.33 as of the date of entering into the contract. The reporting person pledged 150,000 shares of KNX common stock (the "Pledged Shares") to secure the obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
The number of shares of KNX common stock to be delivered to the Buyer on each Maturity Date is determined as follows: (a) if the Settlement Price is less than or equal to $13.00 (the "Floor Price"), the reporting person delivers to the buyer 50,000 shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to $23.00 (the "Cap Price"), the reporting person delivers to the buyer an amount of shares equal to: the product of 50,000 shares multiplied by the Floor Price, divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person delivers to the buyer the amount of shares equal to: 50,000 shares multiplied by the quotient of the Floor Price plus the Settlement Price minus the Cap Price, and divided by the Settlement Price.
/s/ Jessica Benford, Attorney-in-Fact
2017-02-24