KNX

SEC source: 0001140361-17-043388 · doc1.xml · derivative · entry 8

Moyes Michael · CIK 0001507663 · Member of 10% owner group

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 1

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of certain trusts that are members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043388 · doc1.xml · derivative · entry 7

Moyes Michael · CIK 0001507663 · Member of 10% owner group

10b5-1 filing: Not disclosed

Ownership: Indirect · Member

Disclosed balance after: 0

Underlying: Class A Common Stock · 8,851,692 shares

Expires not disclosed

F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.

F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."

F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.

F10 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split.

F11 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of certain trusts that are members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-042939 · doc1.xml · nonDerivative · entry 1

GARNREITER MICHAEL · CIK 0001207669 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,498

SEC source: 0001140361-17-042938 · doc1.xml · nonDerivative · entry 1

KRAEMER RICHARD C · CIK 0001249553 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Chartwell Investments LLLP

Disclosed balance after: 17,061

F1 · price: This transaction was executed in multiple trades at prices ranging from $38.9668 to $38.9675 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight-Swift Transportation Holdings Inc. or a shareholder of Knight-Swift Transportation Holdings Inc. full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001140361-18-018210 · doc1.xml · nonDerivative · entry 1

KRAEMER RICHARD C · CIK 0001249553 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Chartwell Investments LLLP

Disclosed balance after: 5,000

F1 · security: This row is being amended to clarify that the reporting person purchased 5,000 shares of the issuer in a series of open market transactions on the transaction date (changing from transaction code "A" to transaction code "P") and that following the transactions the reporting person held 5,000 shares in Chartwell Investments LLLP, instead of 17,061 shares.

F2 · price: This transaction was executed in multiple trades at prices ranging from $38.9668 to $38.9675 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight-Swift Transportation Holdings Inc. or a shareholder of Knight-Swift Transportation Holdings Inc. full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001140361-17-042253 · doc1.xml · derivative · entry 1

Guin Timothy W · CIK 0001674640 · EVP Sales & Mkt, Swift Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,846

Underlying: Class A Common Stock · 2,846 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042233 · doc1.xml · derivative · entry 2

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,572

Underlying: Class A Common Stock · 46,572 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021. When this equity grant is vested, it will be settled in cash.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021. When this equity grant is vested, it will be settled in cash.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021. When this equity grant is vested, it will be settled in cash.

SEC source: 0001140361-17-042233 · doc1.xml · derivative · entry 1

KNIGHT KEVIN P · CIK 0001187342 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,048

Underlying: Class A Common Stock · 31,048 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. When this equity grant is vested, it will be settled in cash.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. When this equity grant is vested, it will be settled in cash.

SEC source: 0001140361-17-042231 · doc1.xml · derivative · entry 2

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,986

Underlying: Class A Common Stock · 6,986 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

SEC source: 0001140361-17-042231 · doc1.xml · derivative · entry 1

KNIGHT GARY J · CIK 0001188229 · Director · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,657

Underlying: Class A Common Stock · 4,657 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042228 · doc1.xml · derivative · entry 2

Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,329

Underlying: Class A Common Stock · 2,329 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

SEC source: 0001140361-17-042228 · doc1.xml · derivative · entry 1

Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,552

Underlying: Class A Common Stock · 1,552 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042227 · doc1.xml · derivative · entry 2

Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,105

Underlying: Class A Common Stock · 3,105 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

SEC source: 0001140361-17-042227 · doc1.xml · derivative · entry 1

Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,070

Underlying: Class A Common Stock · 2,070 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042225 · doc1.xml · derivative · entry 2

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,286

Underlying: Class A Common Stock · 23,286 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

SEC source: 0001140361-17-042225 · doc1.xml · derivative · entry 1

JACKSON DAVID A · CIK 0001279903 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,524

Underlying: Class A Common Stock · 15,524 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042223 · doc1.xml · derivative · entry 2

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,538

Underlying: Class A Common Stock · 8,538 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, subject to adjustment based on certain performance targets over a three-year performance period ending on December 31, 2020.

F4 · shares: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.exercise_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

F4 · derivative.expiration_date: The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a three-year performance period ending on December 31, 2020. The shares earned under this award will vest on January 31, 2021.

SEC source: 0001140361-17-042223 · doc1.xml · derivative · entry 1

Miller Adam W · CIK 0001513279 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,692

Underlying: Class A Common Stock · 5,692 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042214 · doc1.xml · derivative · entry 1

Flanagan Cary M · CIK 0001506973 · SVP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,846

Underlying: Class A Common Stock · 2,846 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042210 · doc1.xml · derivative · entry 1

Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,622

Underlying: Class A Common Stock · 3,622 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A common stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042194 · doc1.xml · derivative · entry 1

Yu Wayne · CIK 0001353500 · CAO of Knight Trans. Inc.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,199

Underlying: Class A Common Stock · 2,199 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-042209 · doc1.xml · derivative · entry 1

Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,881

Underlying: Class A Common Stock · 3,881 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

F2 · derivative.exercise_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

F2 · derivative.expiration_date: The restricted stock units vest in three installments as follows: 34% on January 31, 2019; 33% on January 31, 2020; and 33% on January 31, 2021. Stock is issued when and as vested.

SEC source: 0001140361-17-035225 · doc1.xml · nonDerivative · entry 1

MUNRO KATHRYN L · CIK 0001114878 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,082

F1 · price: Acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Knight Transportation, Inc., providing that issuer would issue to each shareholder of Knight Transportation, Inc. the number of issuer's shares equal to the number of shares of Knight Transportation, Inc. held by the shareholder. Each acquired share's market value is $40.85.

SEC source: 0001674640-17-000010 · wf-form4_150526625303464.xml · nonDerivative · entry 3

Guin Timothy W · CIK 0001674640 · EVP, Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,814

F4 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001674640-17-000010 · wf-form4_150526625303464.xml · nonDerivative · entry 2

Guin Timothy W · CIK 0001674640 · EVP, Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,472

F3 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2017, but the granting of these performance units was accelerated due to the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger").

SEC source: 0001674640-17-000010 · wf-form4_150526625303464.xml · nonDerivative · entry 1

Guin Timothy W · CIK 0001674640 · EVP, Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,557

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

F2 · balance_after: In connection with the Issuer's merger with Knight Transportation, a 0.72 reverse stock split was effected on September 8, 2017.

SEC source: 0001140361-17-035226 · doc1.xml · nonDerivative · entry 1

Shank Roberta Roberts · CIK 0001666428 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,598

F1 · price: Acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Knight Transportation, Inc., providing that issuer would issue to each shareholder of Knight Transportation, Inc. the number of issuer's shares equal to the number of shares of Knight Transportation, Inc. held by the shareholder. Each acquired share's market value is $40.85.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 8

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,628

F5 · kind: The Reporting Person forfeited 30,565 Restricted Stock Units by the terms of their grant, due to the Reporting Person's resignation in connection with the closing of the Merger.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 7

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,193

F3 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 6

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,292

F4 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 5

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,205

F3 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 4

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,723

F2 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 20, 2015 and had a three-year performance period ending on December 31, 2017, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger").

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 3

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,122

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 2

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,175

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047770 · v475097_4.xml · nonDerivative · entry 1

Stocking Richard · CIK 0001325054 · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,538

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 6

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,648

F4 · kind: The Reporting Person forfeited 6,664 Restricted Stock Units by the terms of their grant, due to the Reporting Person's resignation in connection with the closing of the Merger.

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 5

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,312

F3 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 4

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,431

F2 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger").

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 3

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,984

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 2

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,214

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047769 · v475098_4.xml · nonDerivative · entry 1

Dragash Mickey R · CIK 0001644159 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,983

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047767 · v475091_4.xml · nonDerivative · entry 1

RILEY WILLIAM F III · CIK 0001227569 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,722

F1 · kind: The Reporting Person forfeited 2,122 shares of Class A common stock by the terms of their grant, due to his resignation from the board of directors of the issuer upon the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger"). Upon the closing of the Merger, 879 shares of Class A common stock vested.

SEC source: 0001144204-17-047765 · v475089_4.xml · nonDerivative · entry 1

Cardenas Jose A · CIK 0001527707 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,996

F1 · kind: The Reporting Person forfeited 2,122 shares of Class A common stock by the terms of their grant, due to his resignation from the board of directors of the issuer upon the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger"). Upon the closing of the Merger, 879 shares of Class A common stock vested.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 8

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,240

F5 · kind: The Reporting Person forfeited 2,734 Restricted Stock Units by the terms of their grant, due to the Reporting Person's resignation in connection with the closing of the Merger.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 7

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,974

F3 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 6

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,561

F4 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 5

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,957

F3 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 4

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,603

F2 · kind: Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 20, 2015 and had a three-year performance period ending on December 31, 2017, but the granting of these performance units was accelerated due to the Reporting Person's resignation in connection with the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger").

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 3

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,037

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.

SEC source: 0001144204-17-047764 · v475099_4.xml · nonDerivative · entry 2

Henkels Virginia · CIK 0001506839 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,129

F1 · kind: Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted.