Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 21)
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
__________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
__________________________________________________________________________________
(Title of Class of Securities)
499049104
__________________________________________________________________________________
(CUSIP Number)
Jerry and Vickie Moyes
2200 South 75th Avenue
Phoenix, AZ 85034
Telephone: (623) 907-7388
Facsimile: (602) 275-6417
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Earl Scudder & Chris Kortum
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, 2nd Floor
Lincoln, NE 68508
March 20, 2020
__________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP NO.: 87074U101
|
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) [ ]
(b) [X]
|
||
|
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
30,406,151(1)
|
||
|
|
9.
|
Sole Dispositive Power
0
|
|
|
10.
|
Shared Dispositive Power
30,406,151(1)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
|
(1)
|
Includes shares of Common Stock (“Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. 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.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be deemed to
beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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) [ ]
(b) [X]
|
||
|
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
30,406,151 (1)
|
||
|
|
9.
|
Sole Dispositive Power
0
|
|
|
10.
|
Shared Dispositive Power
30,406,151 (1)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.2%(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.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be deemed to
beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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
|
||
|
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)
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
30,383,497(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
30,383,497(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be
deemed to beneficially own as part of a group in c
onnection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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
758,791(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
758,791(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025(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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, M Capital I, M Capital II, M Six Investors, and M Dynasty
which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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
3,721,950(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
3,721,950 (1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, M Six Investors, and M
Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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
10,751,311(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
10,751,311(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding II, M Capital I, M Capital II, M Six Investors, and M Dynasty
which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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) [ ]
(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
18,873,395(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
18,873,395(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Six Investors, and M
Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(3)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
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) [ ]
(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
United States of America
|
||
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
144,000(1)
|
|
|
8.
|
Shared Voting Power
6,196,950(2)
|
||
|
|
9.
|
Sole Dispositive Power
144,000(1)
|
|
|
10.
|
Shared Dispositive Power
6,196,950(2)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (3)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
23.2%(4)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
(1)
|
Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the
trustee and has sole voting and dispositive power.
|
||
|
(2)
|
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with LynDee Moyes Nester.
|
||
|
(3)
|
Includes shares of common stock held by LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person
may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
||
|
|
(4)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
|
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) [ ]
(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
United States of America
|
||
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
2,871,924(1)
|
|
|
8.
|
Shared Voting Power
6,196,950(2)
|
||
|
|
9.
|
Sole Dispositive Power
2,871,924(1)
|
|
|
10.
|
Shared Dispositive Power
6,196,950(2)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (3)
|
||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
|
13.
|
Percent of Class Represented by Amount in Row (11)
23.2%(4)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
(1)
|
Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the
trustee and has sole voting and dispositive power. Also includes shares held by M Dynasty, over which the Reporting Person has sole voting and dispositive power as manager of M Dynasty.
|
|
|
(2)
|
Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Michael Moyes.
|
|
|
(3)
|
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be
deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
|
|
|
|
(4)
|
The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Six Investors, LLC (82-4484213)
|
||
|
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
2,475,000(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
2,475,000(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (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)
23.2%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes shares of common stock held directly by the Reporting Person.
|
|
(2)
|
Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Dynasty
which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
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(3)
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The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
M Dynasty Capital, LLC (83-3632774)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Alaska
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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7.
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Sole Voting Power
2,583,924(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
2,583,924(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
39,619,025 (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
23.2%(3)
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14.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Includes shares of common stock held directly by the Reporting Person.
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(2)
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Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Six
Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
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(3)
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The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission on February 27, 2020.
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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).
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Item 1.
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Security and Issuer.
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This Amendment No. 21 (this “Amendment”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011, as previously amended from time to
time (the “Original Statement”) relates to the Common Stock, par value $0.01 per share of Knight-Swift Transportation Holdings Inc., a Delaware corporation. The principal executive offices of the Issuer are located at 20002 North 19th
Avenue, Phoenix, Arizona 85027. Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented, or superseded by information contained in this Amendment. Capitalized terms used
but not defined in this Amendment shall have the meanings ascribed to them in the Original Statement.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:
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(a)
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On March 20, 2020, each of the Todd Moyes Trust, the Hollie Moyes Trust, the Chris Moyes Trust, the LynDee Moyes Nester Trust, the Marti Lyn Moyes Trust, and the
Michael J. Moyes Trust abandoned their membership interests in M Capital II. As a result, Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust became the sole members of M Capital II. The abandonment was effective
prior to the VPF adjustments noted below.
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(c) Transactions Effected During the Past Sixty Days:
On February 28, 2020, Cactus Holding II sold 850,000 shares of Common Stock in the open market. On March 13, 2020, Cactus Holding II sold 290,000 shares of Common Stock in the
open market. The purpose of these transactions was to generate proceeds to repay indebtedness.
On March 20, 2020, certain of the Reporting Persons received and entered into a Trigger Price Agreement Notice (the “Notice”) with Citigroup Global Markets Inc. The Notice
adjusts certain of the terms of existing and previously disclosed variable prepaid forward contracts (“VPFs”) pursuant to that certain previously disclosed Trigger Price Letter Agreement dated as of February 14, 2020. The Notice provides for the
adjustments described below.
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•
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M Capital II’s VPFs were adjusted as follows: (i) the VPF covering 8,851,692 shares had its forward cap price decreased from $58.25 to $52.00 and its maturity dates extended to September
28, 2020 through October 23, 2020; and (ii) the VPF covering 9,864,000 shares had its forward cap price decreased from $54.15 to $47.90 and its maturity dates extended to December 10, 2020 through January 8, 2021.
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•
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Cactus Holding I’s VPFs were adjusted as follows: (i) the VPF covering 2,376,000 shares had its forward cap price decreased from $54.15 to $47.90 and its maturity dates extended to
December 10, 2020 through December 14, 2020; (ii) the VPF covering 5,044,308 shares had its forward cap price decreased from $58.25 to $52.00 and its maturity dates extended to September 28, 2020 through September 30, 2020; and (iii) the
VPF covering 3,331,003 shares had its forward cap price decreased from $53.25 to $47.00 and its maturity dates extended to December 10, 2020 through December 14, 2020.
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No additional shares were pledged by the Reporting Persons in connection with the foregoing transactions. The purpose of the foregoing transactions was to extend the maturity of
the aforementioned VPFs. The foregoing description of the VPF transactions is qualified in its entirety by reference to the text of the Notice, which is filed herewith as Exhibit 99.11.
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Item 6.
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Contracts, Arrangements, Understandings, or Relationships With Respect to Securities
of the Issuer.
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The information set forth under Item 5 of this Amendment is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits. |
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Joint Filing Agreement, dated August 28, 2019, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 of Schedule 13D/A filed with the Securities
and Exchange Commission on August 29, 2019
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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
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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
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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
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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
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Power of Attorney of M Capital Group Investors, LLC, incorporated by reference to Exhibit 99.6 of Schedule 13D/A filed with the Securities and Exchange Commission on
January 2, 2019
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Power of Attorney of Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust, incorporated by reference to Exhibit 2 of Schedule 13G filed with the
Securities and Exchange Commission on December 23, 2010
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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
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Power of Attorney of M Six Investors, LLC, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2,
2019
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Power of Attorney of M Dynasty Capital, LLC, incorporated by reference to Exhibit 99.10 of Schedule 13D/A filed with the Securities and Exchange Commission on August
29, 2019
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Trigger Price Agreement Notice between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated March 20, 2020
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is
filed on behalf of the undersigned and the other signatories hereto.
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JERRY MOYES, individually
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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VICKIE MOYES, individually
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M CAPITAL GROUP INVESTORS, LLC, by Michael Moyes, its co-Manager
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M CAPITAL GROUP INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
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/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager
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/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager
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/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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M DYNASTY CAPITAL, LLC, by LynDee Nester, its Manager
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/s/ LynDee Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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MICHAEL MOYES, individually
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/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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LYNDEE MOYES NESTER, individually
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/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed
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Dated: March 24, 2020