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Filing Details

Accession Number:: 0001140361-13-040165
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-10-31 17:57:33
Reporting Period:: 2013-10-29

Filing Date:: 2013-10-31
Accepted Time:: 2013-10-31 17:57:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1492691	Swift Transportation Co	SWFT	Trucking (No Local) (4213)	205589597

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
901736	Jerry Moyes	Swift Transportation Company 2200 South 75Th Avenue Phoenix AZ 85043	Ceo	Yes	Yes	Yes	Yes
1092565	Trust Family Vickie & Jerry Moyes	C/O Swift Aviation Group, Inc. 2710 E. Old Tower Road Phoenix AZ 85034		No	No	Yes	No
1272829	Vickie Moyes	P.o. Box 1397 Tolleson AZ 85353		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-10-29	19,465,787	$0.00	19,465,787	No	4	P	Indirect	Manager

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Manager

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Forward Sale Contract (obligation to sell)	Acquisiton	2013-10-29	1	$0.00	25,994,016	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	100	Direct
Class B Common Stock	72,215	Direct
Class B Common Stock	8,519,200	Direct
Class B Common Stock	11,113,203	Direct
Class B Common Stock	17,958,799	Indirect	Manager
Class A Common Stock	3,069,599	Indirect	Member
Class B Common Stock	8,323,388	Indirect	Member
Class B Common Stock	2,366,685	Indirect	Manager and Member

Footnotes

On October 29, 2013, M Capital Group Investors II, LLC ("M Capital II") entered into a Master Terms and Conditions for Prepaid Variable Share Forward Transactions (the "Forward Agreement") with Citibank, N.A. ("Citibank"). Under the Forward Agreement, M Capital II 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 specified in the Forward Agreement. The number of shares deliverable under the Forward Agreement depends on the "Initial Reference Price," "Forward Floor Price," "Forward Cap Price," "Cap Ratio," "Number of Shares," and "Settlement Price," each as defined in the Forward Agreement. The Forward Agreement involves two tranches, each of which has its own economic terms. Each tranche has twenty components, and each component has its own "Valuation Date" and "Number of Shares."
Under the first tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $22.54, the Forward Cap Price is defined as $28.175, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 685,000. Under the second tranche, the Initial Reference Price is defined as $22.54, the Forward Floor Price is defined as $20.286, the Forward Cap Price is defined as $36.064, the Cap Ratio is defined as 1.3, and the Number of Shares for each component is 614,700, with the exception of one component for which the Number of Shares is 614,716.
The Settlement Price under both tranches is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The first tranche has twenty specified Valuation Dates ranging from January 4, 2016 through February 1, 2016. The second tranche has twenty specified Valuation Dates ranging from July 5, 2016 through August 1, 2016. The shares or cash deliverable by M Capital II must be delivered on the date that is one Settlement Cycle (as defined in the Forward Agreement) following the relevant Valuation Date.
The maximum number of shares to be delivered under both tranches is 25,994,016 shares of Class A Common Stock, but the actual number of shares required to be delivered under each component depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied 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 sum of (1) the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares; and (2) (a) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price, multiplied by (b) the Number of Shares divided by the Cap Ratio.
In connection with the Forward Agreement, M Capital II committed 2,147,652 shares of Class B Common Stock, par value $0.01 per share, of Swift Transportation Company ("Class B Common Stock"). M Capital II also received, under the Forward Agreement, an aggregate of 19,465,787 shares of Class A Common Stock, which were also committed to the Forward Agreement (the "Class A Committed Stock"). Prior to December 20, 2013, M Capital II is required to exchange the Class A Committed Stock for an equal amount of Class B Common Stock. On and after December 31, 2013, M Capital II is required to commit an additional 4,380,577 shares of Class B Common Stock to the Forward Agreement.
Under the Forward Agreement M Capital II was required to make a cash payment to Citibank in an amount equal to the Initial Reference Price multiplied by the 19,465,787 shares of Class A Common Stock delivered to M Capital II, and Citibank was required to make a corresponding cash payment in an identical amount to M Capital II.
Shares are owned directly by M Capital II, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital II. Jerry Moyes, Jerry and Vickie Moyes, jointly, and the Jerry and Vickie Moyes Family Trust are also 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 those shares in this report shall not be deemed an admission of benefical ownership of such shares for Section 16 or for any other purpose.
Shares are owned by Jerry Moyes and Vickie Moyes, over which Mr. and Mrs. Moyes share voting and investment control.
Shares are owned by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees.
Shares are owned directly by M Capital Group Investors, LLC, and indirectly by the Jerry and Vickie Moyes Family Trust, as the sole manager of M Capital Group Investors, LLC. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of those shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 purposes.
Shares are held by Cactus Holding Company II, LLC, an entity controlled by the Jerry and Vickie Moyes Family Trust, of which Mr. and Mrs. Moyes serve as co-trustees.