| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KNIGHT TRANSPORTATION INC [ KNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/12/2017 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Performance Units(1) | (2) | 09/08/2017 | D | 6,220 | 09/08/2017(2) | (2) | Common Stock | 6,220 | $0 | 0 | D | ||||
| Restricted Stock Performance Units(1) | (3) | 09/08/2017 | D | 4,183(3) | (3) | 01/31/2019(3) | Common Stock | 4,183(3) | $0 | 0 | D | ||||
| Restricted Stock Performance Units(1) | (3) | 09/08/2017 | D | 8,254(3) | (3) | 01/31/2020(3) | Common Stock | 8,254(3) | $0 | 0 | D | ||||
| Restricted Stock Units(1) | $0 | 09/08/2017 | D | 9,400 | (4) | (4) | Common Stock | 9,400 | $0 | 0 | D | ||||
| Restricted Stock Units(1) | $0 | 09/08/2017 | D | 1,600 | (5) | (5) | Common Stock | 1,600 | $0 | 0 | D | ||||
| Restricted Stock Units(1) | $0 | 09/08/2017 | D | 8,996 | (6) | (6) | Common Stock | 8,996 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This row is added to show disposition of derivative securities pursuant to the Agreement and Plan of Merger, dated April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and the issuer (the "Merger Agreement"). The derivate securities were assumed and replaced by Swift Transportation Company (renamed Knight-Swift Transportation Holdings Inc.). |
| 2. On March 14, 2014, the reporting person was granted restricted stock units with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a three-year period that ended December 31, 2016. As part of the Merger Agreement, the restricted stock units vest on the closing date of the Merger Agreement and the shares issued have a market value of $40.85 per share on the closing date of the Merger Agreement. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the issuer. |
| 3. The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017. |
| 4. The remaining restricted stock units for this grant were scheduled to vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023. |
| 5. The remaining restricted stock units for this grant were scheduled to vest on January 31, 2018. |
| 6. This restricted stock unit grant was scheduled to vest in five equal annual installments beginning on May 31, 2018. |
| /s/ Jessica Benford, Attorney-in-Fact | 04/11/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||