MOYES JERRY

SEC source: 0001567619-19-004627 · 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: Class A Common Stock · 3,331,003 shares

Expires 2019-02-15

F1 · derivative.exercise_price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · derivative.exercise_price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · kind: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · kind: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F4 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of 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.

SEC source: 0001567619-19-004627 · 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: 1,898,791

F1 · kind: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · kind: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F1 · price: The reported transaction involves the reacquisition of shares under an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement"). As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus Holding Company II, LLC ("Cactus II"), received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price was later increased to $125,000,000. Cactus II had a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F2 · price: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F2 · balance_after: On February 13, 2019, Cactus II irrevocably agreed to terminate the Repurchase Agreement and reacquire the shares subject to the Repurchase Agreement upon paying the previously unpaid repurchase price balance, plus interest until the shares are delivered. Upon delivery, Cactus II agreed to simultaneously distribute the shares to its sole member, Cactus Holding Company III, LLC ("Cactus III") and Cactus III agreed to simultaneously contribute such shares to its wholly owned subsidiary, Cactus Holding Company, LLC ("Cactus I").

F3 · balance_after: Amount reflects a distribution of 3,331,003 shares from Cactus II to Cactus III and a contribution of such shares from Cactus III to Cactus I.

F4 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of 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.

SEC source: 0001567619-18-008826 · 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: 1,898,791

F1 · kind: Represents the sale of shares to the Issuer.

F2 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus II is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001567619-18-008743 · 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 · 1,537,205 shares

Expires 2019-02-15

F1 · derivative.exercise_price: The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement.

F1 · kind: The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement.

F1 · price: The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement.

F2 · ownership.direct: Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust is the sole manager of Cactus II.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 10

MOYES JERRY · CIK 0000901736 · Director · 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 · 4,868,208 shares

Expires 2019-02-15

F11 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F11 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F11 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F14 · ownership.direct: Shares are held directly by Cactus II. Cactus II 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 II.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 9

MOYES JERRY · CIK 0000901736 · Director · 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 · 4,868,208 shares

Expires 2018-08-14

F11 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F11 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F11 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from August 14, 2018 to February 15, 2019. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693 and the maximum amount available for advance and the corresponding maximum repurchase price is $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying shares on the expiration date, and the right to repurchase the underlying shares at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F14 · ownership.direct: Shares are held directly by Cactus II. Cactus II 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 II.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 8

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F13 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 7

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F10 · 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 14, 2018 through August 16, 2018, to Febraury 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.

F13 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 6

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F12 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 5

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · kind: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · price: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.exercise_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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.

F8 · 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 August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000.

F9 · derivative.expiration_date: The Forward Floor Price and Forward Cap Price under this VPF changed from $36.14 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 $38.00, in which case the Forward Floor Price will be $38.55 and the Forward Cap Price will be $43.80. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $37.50 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.

F12 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 4

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F13 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 3

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F7 · 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 14, 2018 through August 16, 2018, to February 15, 2019 through February 20, 2019. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.

F13 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 2

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F12 · 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.

SEC source: 0001140361-18-025303 · doc1.xml · derivative · entry 1

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · kind: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · price: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · derivative.exercise_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F1 · derivative.expiration_date: Effective as of May 21, 2018, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component. The amendment amended the Valuation Dates from August 14, 2018 through September 11, 2018, to February 15, 2019 through March 15, 2019. 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 $38.00 and $45.00, respectively, to amounts determined by reference to a table depending upon the average of the volume-weighted average price per Share of Class A Common Stock on each of the 10 scheduled trading days following May 21, 2018 (the "Amendment and Restatement Reference Price"). The lowest Amendment and Restatement Reference Price in the table is $38.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $44.25. The highest Amendment and Restatement Reference Price in the table is $42.00, in which case the Forward Floor Price will be $39.00 and the Forward Cap Price will be $45.50. 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.

F12 · 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.

SEC source: 0001140361-18-008369 · doc1.xml · nonDerivative · entry 1

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 22,654

F1 · kind: The reported securities were donated to an unaffiliated third party.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 19

MOYES JERRY · CIK 0000901736 · Director · 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 · 4,868,208 shares

Expires 2018-08-14

F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F16 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F16 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 18

MOYES JERRY · CIK 0000901736 · Director · 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 · 4,868,208 shares

Expires 2017-11-30

F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F16 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F16 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest.

F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 17

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 16

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 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, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split.

F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 15

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 14

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 13

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 12

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

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 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split.

F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 11

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 10

MOYES JERRY · CIK 0000901736 · Director · 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: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, 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, 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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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

F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 8

MOYES JERRY · CIK 0000901736 · Director · 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: 18,873,395

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 7

MOYES JERRY · CIK 0000901736 · Director · 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

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 6

MOYES JERRY · CIK 0000901736 · Director · 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: 7,628,874

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F4 · ownership.direct: Shares are held by M Capital I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is one of the members of M Capital I. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 5

MOYES JERRY · CIK 0000901736 · Director · 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

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F4 · ownership.direct: Shares are held by M Capital I, an entity for which the JVMF Trust serves as the sole manager. Cactus I is one of the members of M Capital I. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 4

MOYES JERRY · CIK 0000901736 · Director · 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: 3,072,472

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 3

MOYES JERRY · CIK 0000901736 · Director · 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

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 2

MOYES JERRY · CIK 0000901736 · Director · 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: 7,420,308

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-043386 · doc1.xml · nonDerivative · entry 1

MOYES JERRY · CIK 0000901736 · Director · 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

F1 · kind: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F1 · price: In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock.

F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.

SEC source: 0001140361-17-010381 · doc1.xml · derivative · entry 14

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 103,306 shares

Expires 2017-03-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · security: Options were granted under the Issuer's 2014 Omnibus Plan. Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.

F9 · derivative.exercise_date: The original grant of 103,306 options was scheduled to vest and become exercisable in three equal annual installments, beginning with the first anniversary from the grant date of May 24, 2016. However, upon entering into the Agreement dated September 8, 2016 between Mr. Moyes and the Issuer, announcing Mr. Moyes' planned retirement effective December 31, 2016, the options immediately vested in accordance with the terms of the Agreement between Mr. Moyes and the Issuer.

F7 · derivative.expiration_date: Expiration dates were accelerated to March 31, 2017 due to the officer's separation of employment from the Issuer as of December 31, 2016.

SEC source: 0001140361-17-010381 · doc1.xml · derivative · entry 13

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 132,270 shares

Expires 2017-03-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · security: Options were granted under the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). Upon exercise, the options convert to the Issuer's Class A common stock on a one-to-one basis.

F6 · derivative.exercise_date: The original grant of 132,270 options vested and became exercisable in three equal annual installments, beginning with the first anniversary from the grant date of February 22, 2013.

F7 · derivative.expiration_date: Expiration dates were accelerated to March 31, 2017 due to the officer's separation of employment from the Issuer as of December 31, 2016.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 6

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 85,017

F4 · shares: Represents the number of shares withheld to satisfy tax obligations upon the February 28, 2017 final vesting of performance shares.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 5

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 91,235

F3 · shares: Represents performance shares awarded, pursuant to the Issuer's 2007 Omnibus Incentive Plan (amended and restated as of December 15, 2010). The performance share awards were granted on May 6, 2014 and had a three-year performance period ending on December 31, 2016. The Issuer's Board of Directors approved the final vesting on February 28, 2017, based on the results of the performance period.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 4

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 78,201

F2 · shares: Represents the number of shares withheld to satisfy tax withholding obligations upon the February 28, 2017 exercise of options.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 3

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 116,123

F1 · shares: Represents the number of shares swapped to satisfy the payment of the exercise price upon the February 28, 2017 exercise of options.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 2

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 271,251

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001140361-17-010381 · doc1.xml · nonDerivative · entry 1

MOYES JERRY · CIK 0000901736 · Director · 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: Direct

Disclosed balance after: 167,945

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 10

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 6,761,400 shares

Expires 2017-11-30

F9 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F9 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F9 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F12 · ownership.direct: Securities are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the manager of Cactus II.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 9

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 6,761,400 shares

Expires 2017-05-30

F9 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F9 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F9 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"), which amended the expiration date from May 30, 2017 to November 30, 2017. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693, with a fully recourse obligation to repurchase the underlying securities for the same price on the expiration date and the right to repurchase the underlying securities for the same price at any time prior to the expiration date.

F12 · ownership.direct: Securities are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the manager of Cactus II.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 8

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 3,300,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F11 · ownership.direct: Securities 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 manager of Cactus I and Cactus III.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 7

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 3,300,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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.

F8 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The amendment increased the number of components from one to three and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through December 7, 2017. The Number of Shares underlying each component was reduced from 3,300,000 shares underlying the previous single component to 1,100,000 shares underlying each of the three new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 3,300,000. Cactus I paid an amount equal to $5,250,000 in connection with this amendment.

F11 · ownership.direct: Securities 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 manager of Cactus I and Cactus III.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 6

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 13,700,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F10 · ownership.direct: Securities 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 securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the manager of M Capital II.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 5

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 13,700,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The amendment increased the number of components from one to twenty and amended the Valuation Dates from November 25, 2016 to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 13,700,000 shares underlying the previous single component to 685,000 shares underlying each of the twenty new components. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $22.00 and $26.40, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 13,700,000. M Capital II paid an amount equal to $21,750,000 in connection with this amendment.

F10 · ownership.direct: Securities 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 securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the manager of M Capital II.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 4

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 7,005,984 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F11 · ownership.direct: Securities 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 manager of Cactus I and Cactus III.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 3

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 7,005,984 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 reported transactions involve an amendment to an existing and previously reported VPF by Cactus I, under which the Forward Floor Price and Forward Cap Price remained unchanged at $14.7265 and $17.6718, respectively. The number of components remained unchanged at three. The Number of Shares underlying each component also remained unchanged at 2,335,328. The amendment amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through December 7, 2017. The maximum number of shares to be delivered under this VPF remained unchanged at 7,005,984.

F11 · ownership.direct: Securities 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 manager of Cactus I and Cactus III.

SEC source: 0001140361-16-087510 · doc1.xml · derivative · entry 2

MOYES JERRY · CIK 0000901736 · Director · Co-CEO · 10% owner · Member of 10% group

MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner

MOYES VICKIE · CIK 0001272829 · 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 · 12,294,016 shares

Expires not disclosed

F1 · derivative.exercise_price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

F1 · kind: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

F1 · price: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

F1 · derivative.exercise_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

F1 · derivative.expiration_date: Effective as of November 18, 2016, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II"), 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 Swift Transportation Company ("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 the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.

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 amendment increased the number of components from three to twenty and amended the Valuation Dates from May 26, 2017 through May 31, 2017, to December 5, 2017 through January 3, 2018. The Number of Shares underlying each component was reduced from 4,098,005, 4,098,005, and 4,098,006 shares underlying the previous three components, respectively, to 614,701 shares underlying nineteen of the new components and 614,697 shares underlying the twentieth component. The Forward Floor Price and Forward Cap Price under this VPF remained unchanged at $14.7265 and $17.6718, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 12,294,016.

F10 · ownership.direct: Securities 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 securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the manager of M Capital II.