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Filing Details

Accession Number:: 0001008886-20-000033
Form Type:: 13D Filing
Publication Date:: 2020-03-24 16:59:39

Filed By:: Moyes Jerry
Company:: Knight-Swift Transportation Holdings Inc. (NYSE:KNX)
Filing Date:: 2020-03-24
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Jerry Moyes	0	30,406,151	0	30,406,151	39,619,025	23.2%
Vickie Moyes	0	30,406,151	0	30,406,151	39,619,025	23.2%
Jerry and Vickie Moyes Family Trust Dated	30,383,497	0	30,383,497	0	39,619,025	23.2%
Cactus Holding Company II	758,791	0	758,791	0	39,619,025	23.2%
M Capital Group Investors	3,721,950	0	3,721,950	0	39,619,025	23.2%
Cactus Holding Company	10,751,311	0	10,751,311	0	39,619,025	23.2%
M Capital Group Investors II	18,873,395	0	18,873,395	0	39,619,025	23.2%
Michael Moyes	144,000	6,196,950	144,000	6,196,950	39,619,025	23.2%
LynDee Moyes Nester	2,871,924	6,196,950	2,871,924	6,196,950	39,619,025	23.2%
M Six Investors	2,475,000	0	2,475,000	0	39,619,025	23.2%
M Dynasty Capital	2,583,924	0	2,583,924	0	39,619,025	23.2%

Filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 21)

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

__________________________________________________________________________________

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

__________________________________________________________________________________

(Title of Class of Securities)

499049104

__________________________________________________________________________________

(CUSIP Number)

Jerry and Vickie Moyes

2200 South 75^th Avenue

Phoenix, AZ 85034

Telephone: (623) 907-7388

Facsimile: (602) 275-6417

__________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Earl Scudder & Chris Kortum

Scudder Law Firm, P.C., L.L.O.

411 South 13^th Street, 2^nd Floor

Lincoln, NE 68508

March 20, 2020

__________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO.: 87074U101

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jerry Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 30,406,151⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 30,406,151⁽¹⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) IN

	(1)	Includes shares of Common Stock (“Common Stock” or “common stock”) of Knight-Swift Transportation Holdings Inc. held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vickie Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 30,406,151⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 30,406,151⁽¹⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) IN

	(1)	Includes shares of common stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jerry and Vickie Moyes Family Trust Dated 12/11/87
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Arizona
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 30,383,497⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 30,383,497⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, M Six Investors, M Capital I, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cactus Holding Company II, LLC (27-4510310)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 758,791⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 758,791⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, M Capital I, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Capital Group Investors, LLC (45-2614711)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 3,721,950⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 3,721,950⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cactus Holding Company, LLC (27-4438129)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 10,751,311⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 10,751,311⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding II, M Capital I, M Capital II, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Capital Group Investors II, LLC (46-3644539)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 18,873,395⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 18,873,395⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Six Investors, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 144,000⁽¹⁾
		8.	Shared Voting Power 6,196,950⁽²⁾
		9.	Sole Dispositive Power 144,000⁽¹⁾
		10.	Shared Dispositive Power 6,196,950⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽³⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽⁴⁾
14.	Type of Reporting Person (See Instructions) IN

(1)		Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power.

(2)		Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with LynDee Moyes Nester.

	(3)	Includes shares of common stock held by LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

(4)		The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LynDee Moyes Nester
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 2,871,924⁽¹⁾
		8.	Shared Voting Power 6,196,950⁽²⁾
		9.	Sole Dispositive Power 2,871,924⁽¹⁾
		10.	Shared Dispositive Power 6,196,950⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽³⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽⁴⁾
14.	Type of Reporting Person (See Instructions) IN

	(1)	Includes shares of common stock owned by various trusts for the benefit of the children of Jerry and Vickie Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Also includes shares held by M Dynasty, over which the Reporting Person has sole voting and dispositive power as manager of M Dynasty.

	(2)	Shares held by M Six Investors and M Capital I over which the Reporting Person shares voting and dispositive power with Michael Moyes.

	(3)	Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(4)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Six Investors, LLC (82-4484213)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 2,475,000⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 2,475,000⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Dynasty which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Dynasty Capital, LLC (83-3632774)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 2,583,924⁽¹⁾
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 2,583,924⁽¹⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,619,025⁽²⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 23.2%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

	(1)	Includes shares of common stock held directly by the Reporting Person.

	(2)	Includes shares of common stock held by Michael Moyes, LynDee Moyes Nester, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, M Capital II, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

	(3)	The percentage indicated is based upon 170,865,385 shares of common stock outstanding as of February 18, 2020, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2020.

Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87, and Michael Moyes previously filed on Schedule 13G pursuant to the provisions of Rule 13d-1(d).

Item 1.

Security and Issuer.

This Amendment No. 21 (this “Amendment”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011, as previously amended from time to time (the “Original Statement”) relates to the Common Stock, par value $0.01 per share of Knight-Swift Transportation Holdings Inc., a Delaware corporation. The principal executive offices of the Issuer are located at 20002 North 19^th Avenue, Phoenix, Arizona 85027. Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Original Statement.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:

(a)

On March 20, 2020, each of the Todd Moyes Trust, the Hollie Moyes Trust, the Chris Moyes Trust, the LynDee Moyes Nester Trust, the Marti Lyn Moyes Trust, and the Michael J. Moyes Trust abandoned their membership interests in M Capital II. As a result, Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust became the sole members of M Capital II. The abandonment was effective prior to the VPF adjustments noted below.

On February 28, 2020, Cactus Holding II sold 850,000 shares of Common Stock in the open market. On March 13, 2020, Cactus Holding II sold 290,000 shares of Common Stock in the open market. The purpose of these transactions was to generate proceeds to repay indebtedness.

On March 20, 2020, certain of the Reporting Persons received and entered into a Trigger Price Agreement Notice (the “Notice”) with Citigroup Global Markets Inc. The Notice adjusts certain of the terms of existing and previously disclosed variable prepaid forward contracts (“VPFs”) pursuant to that certain previously disclosed Trigger Price Letter Agreement dated as of February 14, 2020. The Notice provides for the adjustments described below.

•

M Capital II’s VPFs were adjusted as follows: (i) the VPF covering 8,851,692 shares had its forward cap price decreased from $58.25 to $52.00 and its maturity dates extended to September 28, 2020 through October 23, 2020; and (ii) the VPF covering 9,864,000 shares had its forward cap price decreased from $54.15 to $47.90 and its maturity dates extended to December 10, 2020 through January 8, 2021.

•

Cactus Holding I’s VPFs were adjusted as follows: (i) the VPF covering 2,376,000 shares had its forward cap price decreased from $54.15 to $47.90 and its maturity dates extended to December 10, 2020 through December 14, 2020; (ii) the VPF covering 5,044,308 shares had its forward cap price decreased from $58.25 to $52.00 and its maturity dates extended to September 28, 2020 through September 30, 2020; and (iii) the VPF covering 3,331,003 shares had its forward cap price decreased from $53.25 to $47.00 and its maturity dates extended to December 10, 2020 through December 14, 2020.

No additional shares were pledged by the Reporting Persons in connection with the foregoing transactions. The purpose of the foregoing transactions was to extend the maturity of the aforementioned VPFs. The foregoing description of the VPF transactions is qualified in its entirety by reference to the text of the Notice, which is filed herewith as Exhibit 99.11.

Item 6.

Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

The information set forth under Item 5 of this Amendment is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

	Exhibit 99.1	Joint Filing Agreement, dated August 28, 2019, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 of Schedule 13D/A filed with the Securities and Exchange Commission on August 29, 2019

	Exhibit 99.2	Power of Attorney of M Capital Group Investors II, LLC, incorporated by reference to Exhibit 2 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013

	Exhibit 99.3	Power of Attorney of LynDee Moyes Nester, incorporated by reference to Exhibit 3 of Schedule 13D/A filed with the Securities and Exchange Commission on October 8, 2013

	Exhibit 99.4	Power of Attorney of Cactus Holding Company, LLC, incorporated by reference to Exhibit 2 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011

	Exhibit 99.5	Power of Attorney of Cactus Holding Company II, LLC, incorporated by reference to Exhibit 3 of Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011

	Exhibit 99.6	Power of Attorney of M Capital Group Investors, LLC, incorporated by reference to Exhibit 99.6 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019

	Exhibit 99.7	Power of Attorney of Jerry Moyes, Vickie Moyes, and the Jerry and Vickie Moyes Family Trust, incorporated by reference to Exhibit 2 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010

	Exhibit 99.8	Power of Attorney of Michael Moyes, incorporated by reference to Exhibit 3 of Schedule 13G filed with the Securities and Exchange Commission on December 23, 2010

	Exhibit 99.9	Power of Attorney of M Six Investors, LLC, incorporated by reference to Exhibit 99.9 of Schedule 13D/A filed with the Securities and Exchange Commission on January 2, 2019

	Exhibit 99.10	Power of Attorney of M Dynasty Capital, LLC, incorporated by reference to Exhibit 99.10 of Schedule 13D/A filed with the Securities and Exchange Commission on August 29, 2019

	Exhibit 99.11	Trigger Price Agreement Notice between M Capital Group Investors II, LLC, Cactus Holding Company, LLC, and Citigroup Global Markets Inc., dated March 20, 2020

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.

	JERRY MOYES, individually


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	VICKIE MOYES, individually


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M CAPITAL GROUP INVESTORS, LLC, by Michael Moyes, its co-Manager


	/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed

	M CAPITAL GROUP INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager


	/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust, its Manager


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed

	M SIX INVESTORS, LLC, by Michael Moyes, its co-Manager


	/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M SIX INVESTORS, LLC, by LynDee Moyes Nester, its co-Manager


	/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M DYNASTY CAPITAL, LLC, by LynDee Nester, its Manager


	/s/ LynDee Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed

	MICHAEL MOYES, individually


	/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	LYNDEE MOYES NESTER, individually


	/s/ LynDee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed

Dated: March 24, 2020