Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| EVO Transportation & Energy Services, Inc.NONE · Entity 109203 | 10% owner | March 02, 2018 | March 12, 2018 |
| Knight-Swift Transportation Holdings Inc.KNX · Entity 762 | 10% owner · Member of 10% group | September 21, 2020 | September 23, 2020 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
EVO Transportation & Energy Services, Inc.
Report date March 02, 2018 · Filed March 12, 2018
Jointly reported with MOYES VICKIE
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 1,000,000 |
Reported balance
Holding disclosure · report date 2018-03-02 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 1,000,000 |
| Warrants (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.50 · Expires 2028-03-02 | Direct | Not disclosed |
Reported balance
Holding disclosure · report date 2018-03-02 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · Balance Not disclosed |
Knight-Swift Transportation Holdings Inc.
Report date September 21, 2020 · Filed September 23, 2020
Jointly reported with MOYES VICKIE, MOYES JERRY & VICKIE FAMILY TRUST
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectManager and Member | 3,300 |
Reported balance
After 2020-09-21 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2020-09-21 · Sale · Disposed 1,059,585 · Balance 3,300 F1: The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. F2: Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest. F3: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. |
| Common StockSEC Table I · non-derivative | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2020-09-21 · Sale · Disposed 3,300 · Balance 0 F3: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. |
| Common StockSEC Table I · non-derivative | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2020-09-21 · Other · Disposed 18,715,692 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F2: Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest. F5: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. |
| Common StockSEC Table I · non-derivative | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2020-09-21 · Other · Disposed 10,751,311 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. |
| Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2020-09-21 · Other · Disposed 1 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F5: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. |
| Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2020-09-21 · Other · Disposed 1 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F5: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. |
| Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2020-09-21 · Other · Disposed 1 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. |
| Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2020-09-21 · Other · Disposed 1 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. |
| Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectManager and Member | 0 |
Reported balance
After 2020-09-21 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2020-09-21 · Other · Disposed 1 · Balance 0 F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. |
Filing footnotes · ownership attribution and instrument terms
F1: The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F2: Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest.
F3: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II.
F4: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs.
F5: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II.
F6: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I.
F7: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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: The actual number of shares required to be delivered under each component of the VPFs depended 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 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: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component).
F10: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · derivative · entry 9 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 3,331,003 shares Expires not disclosed F4 · derivative.exercise_price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · kind: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.exercise_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.expiration_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.expiration_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · derivative · entry 8 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 2,376,000 shares Expires not disclosed F4 · derivative.exercise_price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · kind: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.exercise_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.expiration_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.expiration_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · derivative · entry 7 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 5,044,308 shares Expires not disclosed F4 · derivative.exercise_price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · kind: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.exercise_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.expiration_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.expiration_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · derivative · entry 6 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 9,864,000 shares Expires not disclosed F4 · derivative.exercise_price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · kind: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.exercise_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.expiration_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.expiration_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F5 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · derivative · entry 5 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 8,851,692 shares Expires not disclosed F4 · derivative.exercise_price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · kind: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · price: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.exercise_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.exercise_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F4 · derivative.expiration_date: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F7 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended 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 depended 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 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 Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). F10 · derivative.expiration_date: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F5 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherCommon Stock | 10,751,311 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · nonDerivative · entry 4 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F6 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherCommon Stock | 18,715,692 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · nonDerivative · entry 3 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 F4 · kind: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F4 · price: On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. F10 · price: On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. F2 · balance_after: Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest. F5 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | SaleCommon Stock | 3,300 | $41.57 | $137,181.00 |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · nonDerivative · entry 2 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 F3 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. Read SEC document |
| September 21, 2020 Filed Sep 23, 2020 16:25 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | SaleCommon Stock | 1,059,585 | $40.93 | $43,366,059.13 |
DisclosureSEC source: 0001567619-20-017049 · doc1.xml · nonDerivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 3,300 F1 · price: The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. F2 · balance_after: Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest. F3 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 10 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · kind: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 9 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · kind: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · price: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F14 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 8 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 7 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F12 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 6 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 5 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F10 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F11 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 4 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 3 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · kind: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · price: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F8 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F9 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 2 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| March 20, 2020 Filed Mar 24, 2020 17:02 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-20-006950 · doc1.xml · derivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · kind: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · price: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · derivative.exercise_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F1 · derivative.expiration_date: On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of 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. F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. F7 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| March 13, 2020 Filed Mar 17, 2020 16:20 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | SaleCommon Stock | 290,000 | $29.76 | $8,629,762.00 |
DisclosureSEC source: 0001567619-20-006577 · doc1.xml · nonDerivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 758,791 F1 · price: The price in Column 4 is a weighted average price. The prices actually ranged from $29.50 to $30.02, inclusive. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. F2 · ownership.direct: Shares are held directly by Cactus Holding Company II, LLC ("Cactus II"). Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. Read SEC document |
| February 28, 2020 Filed Mar 3, 2020 16:46 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | SaleCommon Stock | 850,000 | $31.46 | $26,742,870.00 |
DisclosureSEC source: 0001567619-20-005457 · doc1.xml · nonDerivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1,048,791 F1 · price: The price in Column 4 is a weighted average price. The prices actually ranged from $31.40 to $32.09, inclusive. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. F2 · ownership.direct: Shares are held directly by Cactus Holding Company II, LLC ("Cactus II"). Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 10 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 9 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F15 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.00 and $52.25 to $43.20 and $53.25, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 8 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 7 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F13 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from May 26, 2020 through May 28, 2020 to June 10, 2020 through June 12, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 6 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 5 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · kind: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · price: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F11 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates remain unchanged at March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 4 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 3 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F9 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, respectively. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 2 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| September 10, 2019 Filed Sep 12, 2019 17:47 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-018208 · doc1.xml · derivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.exercise_price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · kind: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · kind: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · kind: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · price: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · price: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · price: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · derivative.exercise_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.exercise_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.exercise_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F1 · derivative.expiration_date: On September 10, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · derivative.expiration_date: The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The Valuation Dates remain unchanged at March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $44.50 and $56.50 to $45.50 and $58.25, respectively. F7 · derivative.expiration_date: In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II and Cactus Holding I made an aggregate payment of $6,500,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 10 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 9 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 3,331,003 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F15 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. F16 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 8 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 7 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F13 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F14 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 6 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 5 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F11 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F12 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 4 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.exercise_price: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · kind: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · kind: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · price: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · price: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.exercise_date: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.expiration_date: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 3 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.exercise_price: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · kind: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · kind: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · price: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · price: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.exercise_date: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F9 · derivative.expiration_date: The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement. F10 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 2 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| August 23, 2019 Filed Aug 27, 2019 17:11 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-017599 · doc1.xml · derivative · entry 1 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F1 · derivative.exercise_price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · kind: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · kind: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · price: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · price: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · derivative.exercise_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.exercise_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F1 · derivative.expiration_date: On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F2 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F3 · 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 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. F4 · 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. F5 · 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 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F6 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively. F7 · derivative.expiration_date: In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement. F8 · ownership.direct: Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 15 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 14 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F19 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 13 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("M Capital II"). The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 12 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F17 · 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 493,200. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. F18 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $38.03 and $44.55, respectively, to amounts determined by reference to a table depending upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $35.75 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $38.03 and the Forward Cap Price will be $44.55. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("M Capital II"). The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 11 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 10 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F16 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from February 15, 2019 through February 20, 2019, to August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 9 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("M Capital II"). The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 8 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F14 · 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 was previously 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, and was amended to be 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from February 15, 2019 through March 15, 2019, to August 30, 2019 through September 27, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. F15 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $39.00 and $45.25, respectively, to amounts determined by reference to a table and depend upon the Amendment and Restatement Reference Price. The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $36.25 and the Forward Cap Price will be $44.50. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $46.00. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F7 · ownership.direct: Shares are held directly by M Capital Group Investors II, LLC ("M Capital II"). The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The JVMF Trust is the sole manager of M Capital II. Read SEC document |
| February 13, 2019 Filed Feb 15, 2019 16:13 UTC | Knight-Swift Transportation Holdings Inc. KNX · Entity 762 | OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001567619-19-004627 · doc1.xml · derivative · entry 7 MOYES JERRY · CIK 0000901736 · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 3,331,003 shares Expires not disclosed F8 · derivative.exercise_price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F12 · derivative.exercise_price: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price"). F13 · derivative.exercise_price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · kind: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F12 · kind: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price"). F13 · kind: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · price: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F12 · price: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price"). F13 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F20 · price: In connection with the aforementioned VPF transactions, Cactus I is entitled to receive a payment in respect of its new VPF and Cactus I and M Capital II are required to make payments in respect of their amended and restated VPFs. The amount of these payments is determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price and the applicable Forward Floor Prices and Forward Cap Prices. The net amount payable in the aggregate by Cactus I and M Capital II after applying the payment received by Cactus I (the "Payment Amount") is determined by reference to a table with a range of Amendment and Restatement Reference Prices. F21 · price: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Payment Amount is $23,500,000. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Payment Amount $14,600,000. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Payment Amount will be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.exercise_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F12 · derivative.exercise_date: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price"). F13 · derivative.exercise_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F8 · derivative.expiration_date: On February 13, 2019, Cactus I and M Capital II entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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." F10 · 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 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. F11 · 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. F12 · derivative.expiration_date: The reported transaction is the entry into a new VPF by Cactus I. The number of components is three. The Number of Shares underlying each component is 1,110,334, 1,110,334, and 1,110,335, respectively. The Valuation Dates range from August 30, 2019 through September 4, 2019. The maximum number of shares to be delivered under this VPF is 3,331,003. The Forward Floor Price and Forward Cap Price under this VPF are determined by reference to a table and depend upon the average of the volume-weighted average price per share of Class A Common Stock on each of the five scheduled trading days beginning on and including February 13, 2019 (the "Amendment and Restatement Reference Price"). F13 · derivative.expiration_date: The lowest Amendment and Restatement Reference Price in the table is $29.00, in which case the Forward Floor Price will be $29.00 and the Forward Cap Price will be $34.80. The highest Amendment and Restatement Reference Price in the table is $33.00, in which case the Forward Floor Price will be $35.00 and the Forward Cap Price will be $41.50. If the Amendment and Restatement Reference Price is below the lowest or exceeds the highest Amendment and Restatement Reference Price, the Forward Floor Price and Forward Cap Price will each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner. F5 · ownership.direct: Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.