SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 15)

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
__________________________________________________________________________________
(Name of Issuer )

CLASS A 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

December 27, 2018
__________________________________________________________________________________
(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
28,215,148 (1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
28,215,148 (1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (3)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Includes shares of Class A Common Stock (“Class A 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 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3.  However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.  Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, 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 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

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
28,215,148 (1)
 
 
9.
Sole Dispositive Power
0
 
 
10.
Shared Dispositive Power
28,215,148 (1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3.  However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.  Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, 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 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.


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
28,192,494 (1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
28,192,494 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3.  However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.  Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, 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 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

 

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
1,898,791 (1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,898,791 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (3)
 
14.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Includes shares of common stock held directly by the Reporting Person.
     
 
(2)
Includes 3,331,003 shares of common stock beneficially owned by the Reporting Person that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of the Reporting Person to repurchase the securities at the same price. The Reporting Person may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3.  However, during the term of the transaction, the Reporting Person will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, Cactus Holding I, 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 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.


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
7,055,874 (1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
7,055,874 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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, 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. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
 
(3)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.


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
7,420,308 (1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
7,420,308 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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, 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. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
 
(3)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.


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
40,889,881 (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)
23.4% (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, 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. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
 
(3)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

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
360,000 (1)
 
8.
Shared Voting Power
8,780,874 (2)
 
 
9.
Sole Dispositive Power
360,000 (1)
 
 
10.
Shared Dispositive Power
8,780,874 (2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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 I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
  (4)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

 

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
72,000 (1)
 
8.
Shared Voting Power
8,780,874 (2)
 
 
9.
Sole Dispositive Power
72,000 (1)
 
 
10.
Shared Dispositive Power
8,780,874 (2)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (4)
 
14.
Type of Reporting Person (See Instructions)
IN
 

 
(1) 
Includes shares of common stock held by a trust for the benefit of Michael 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 Michael Moyes.
     
 
(3)
Includes shares of common stock held by Michael Moyes, Jerry Moyes, Cactus Holding I, Cactus Holding II, M Capital I, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
  (4)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
 
  
 
 


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
1,725,000 (1)
 
8.
Shared Voting Power
0
 
 
9.
Sole Dispositive Power
1,725,000 (1)
 
 
10.
Shared Dispositive Power
0
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
40,889,881 (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)
23.4% (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, and M Capital II which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement. Also includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty and are subject to repurchase pursuant to a Securities Sale and Repurchase Agreement.
     
 
(3)
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.


 
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. 15 (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 Class A 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 2.
Identity and Background.

Item 2 of the Original Statement is hereby amended and supplemented by adding the following information:

(c)

M Capital I

M Capital I is a limited liability company established under the laws of the State of Delaware. M Capital I has no principal business other than aiding in the Moyes family’s asset management needs. Michael Moyes and LynDee Moyes Nester serve as co-managers of M Capital I.

Item 4.
Purpose of Transaction.

On December 21, 2018, Cactus Holding II terminated a portion of its previously disclosed Securities Sale and Repurchase Agreement (the “Termination”).  As previously disclosed, under the agreement Cactus Holding II sold 4,868,208 shares and had the option to repurchase such shares at any time and the obligation to repurchase such shares on the agreement’s expiration date. Pursuant to the Termination, Cactus Holding II’s option to repurchase and obligation to repurchase 1,537,205 shares was terminated and the repurchase price was reduced by $37,612,793. Cactus Holding II continues to have an option to purchase the remaining 3,331,003 shares at any time and a fully recourse obligation to repurchase such shares upon the expiration date.  The Termination was effected pursuant to that certain Sixth Amendment to Repurchase Agreement, attached hereto as Exhibit 99.10.

On December 27, 2018 Cactus Holding II entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Issuer, pursuant to which Cactus Holding II sold 1,173,680 shares to the Issuer for an aggregate purchase price of $29,318,526.40, or $24.98 per share.  The per-share purchase price was $0.03 less than the closing price of the Issuer’s common stock on December 26, 2018.   The Purchase Agreement is attached hereto as Exhibit 99.11.

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) – (b)

As of October 31, 2018, there were 174,539,545 (1) shares of common stock outstanding.  As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners (pursuant to Rule 13d-3) of an aggregate of 40,889,881 shares of the Issuer's common stock, representing approximately 23.4% (2) of the issued and outstanding shares of common stock of the Issuer.  The filing of this Amendment to Schedule 13D shall not be construed as an admission that any Reporting Person is, for purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Amendment.

Jerry and Vickie Moyes beneficially own 40,889,881 (3) shares of common stock, representing approximately 23.4% (2) of the issued and outstanding shares of common stock of the Issuer.  Mr. and Mrs. Moyes share voting and dispositive power over 28,215,148 (4) shares of the common stock.
 
Michael Moyes beneficially owns 40,889,881 (5) shares of common stock, representing approximately 23.4% (2) of the issued and outstanding shares of common stock of the Issuer. Included in this amount are 360,000 shares of common stock over which Michael Moyes holds sole voting and dispositive power and 1,725,000 shares held by M Six Investors and 7,055,874 shares held by M Capital I over which Michael Moyes shares voting and dispositive power with LynDee Moyes Nester.
 
Lyndee Moyes Nester beneficially owns 40,889,881 (6) shares of common stock, representing approximately 23.4% (2) of the issued and outstanding shares of common stock of the Issuer.  Included in this amount are 72,000 shares of common stock over which Lyndee Moyes Nester holds sole voting and dispositive power and 1,725,000 shares held by M Six Investors and 7,055,874 shares held by M Capital I over which LynDee Moyes Nester shares voting and dispositive power with Michael Moyes.
________________
 
1. 
Includes 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
   
 2. 
The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.
   
  3. 
Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3.  However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.  Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised.  Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, 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.
   
  4. 
Includes (i) shares 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 (ii) shares held indirectly through entities controlled by the Moyes Trust (including Cactus Holding I, Cactus Holding II, and M Capital II) and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power.  For further details, please refer to the beneficial ownership tables at the beginning of this Amendment.
   
 5. 
Includes shares beneficially owned by Jerry Moyes, Vickie Moyes, and Lyndee Moyes Nester over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
   
6.  Includes shares beneficially owned by Jerry, Vickie, and Michael Moyes over which the Reporting Person does not have voting or dispositive power but which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.
 
(c)   Transactions Effected During the Past Sixty Days:

The information set forth under Item 4 of this Amendment is incorporated herein by reference.

  Item 6.
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

            The information set forth under Item 4 of this Amendment is incorporated herein by reference.
 
 
Item 7.
Material to be Filed as Exhibits.
 
 
Joint Filing Agreement, dated May 25, 2018, 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 May 25, 2018
     
 
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
     
 
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
     
 
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
     
 
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
     
 
Power of Attorney of M Capital Group Investors, LLC
     
 
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
     
 
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
     
 
Power of Attorney of M Six Investors, LLC
     
 
Sixth Amendment to Repurchase Agreement between Cactus Holding Company II, LLC and Citigroup Global Markets Limited, represented by Citigroup Global Markets Inc. as its agent, dated December 21, 2018
     
 
Securities Purchase Agreement between Cactus Holding Company II, LLC and Knight-Swift Transportation Holdings Inc., dated December 27, 2018
     
 

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 filed herewith
   
   
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 filed herewith
   
   
 
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 filed herewith
   
   
 
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 filed herewith
   
   
 
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 filed herewith

Dated: January 2, 2019

Exhibit 99.6
POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Earl H. Scudder, Mark A. Scudder, and Heidi Hornung-Scherr, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of Knight-Swift Transportation Holdings Inc. (the "Company"), Schedules 13D and 13G and in accordance with Section 13 of the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Act"), and the rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December 2018.



M CAPITAL GROUP INVESTORS, LLC
 
 
/s/ Michael Moyes
 
Michael Moyes, co-Manager
 
 
/s/ LynDee Moyes Nester
 
LynDee Moyes Nester, co-Manager
 



Back to Schedule 13D/A
Exhibit 99.9
POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Earl H. Scudder, Mark A. Scudder, and Heidi Hornung-Scherr, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of Knight-Swift Transportation Holdings Inc. (the "Company"), Schedules 13D and 13G and in accordance with Section 13 of the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Act"), and the rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December 2018.


M SIX INVESTORS, LLC
 
 
/s/ Michael Moyes
 
Michael Moyes, co-Manager
 
 
/s/ LynDee Moyes Nester
 
LynDee Moyes Nester, co-Manager
 
 
Back to Schedule 13D/A


Exhibit 99.10
SIXTH AMENDMENT TO REPURCHASE AGREEMENT
This SIXTH AMENDMENT TO REPURCHASE AGREEMENT, dated as of December 21, 2018 (this “ Amendment ”), is made by and among Cactus Holding Company II, LLC (“ Cactus II ”) and Citigroup Global Markets Limited (“ CGML ”), represented by Citigroup Global Markets Inc. as its agent (“ CGMI ”).  Capitalized terms used but not defined herein shall have the meanings assigned in the Repurchase Agreement (as defined below).
WITNESSETH:
1.
Cactus II and CGML, represented by CGMI as its agent, have entered into a Securities Sale and Repurchase Agreement, dated as of May 30, 2014, as amended by the Amended & Restated Swift Transportation Company Prepaid Variable Share Forward Commitment Letter, Waiver and Amendment Agreement, dated as of October 7, 2015, between Cactus II, CGML, represented by CGMI as agent, Jerry C. Moyes, Cactus Holding Company, LLC, M Capital Group Investors II, LLC and Citibank, N.A., as amended by the Amendment to Repurchase Agreement, dated as of May 18, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Second Amendment to Repurchase Agreement, dated as of July 27, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Third Amendment to Repurchase Agreement, dated as of November 18, 2016, between Cactus II and CGML, represented by CGMI as agent, as amended by the Fourth Amendment to Repurchase Agreement, dated as of November 16, 2017, between Cactus II and CGML, represented by CGMI as agent, and as amended by the Fifth Amendment to Repurchase Agreement, dated as of May 21, 2018, between Cactus II and CGML, represented by CGMI as agent (as amended, the “ Repurchase Agreement ”); and
2.
Cactus II and CGML have agreed to partially terminate the Repurchase Agreement and in connection therewith to amend certain provisions of the Repurchase Agreement, upon the following terms and conditions.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, IN THE REPURCHASE AGREEMENT AND IN THE OTHER TRANSACTION DOCUMENTS, THE PARTIES HEREBY AGREE AS FOLLOWS:
1.
Amendments to Repurchase Agreement .  CGMI, as agent for CGML, and Cactus II hereby agree to amend the Repurchase Agreement as follows:
1.1.             The definition of “Assets” is hereby amended by adding the words “reduced, effective as of the close of business on the date the Terminated Amount is determined, by the Terminated Shares” immediately after the words “in exchange therefor” of such definition.
1.2.              The definition of “Purchase Price” is hereby amended by adding the words “and decreased, effective as of the close of business on the date the Terminated Amount is determined, by the Terminated Amount” at the end of such definition.
1.3.             After the definition of “Securities Act” the following definition shall be added:
                   “ Sixth Amendment ” means the Sixth Amendment to Repurchase Agreement, dated as of December 21, 2018 between Seller and Buyer, represented by Agent.
1.4.             After the definition of “Swift” the following definitions shall be added:
                  “ Terminated Amount ” has the meaning set forth in the Sixth Amendment.
                  “ Terminated Shares ” has the meaning set forth in the Sixth Amendment.
1.5.             Section 3.3(a) is hereby amended by adding the parenthetical “(net of the Terminated Shares)” between the words “if the Purchased Shares” and “had not been transferred”.
1.6.             The reference to “USD 1,000,000 and integral multiples thereof” in Section 4.2(a) is hereby replaced with a reference to “USD 250,000.”
2.
Terms of Partial Termination.      The terms of the partial termination of the Repurchase Agreement are as follows:
Terminated Amount:
An amount in USD equal to the Termination Price multiplied by the Terminated Shares.
Terminated Shares:
A number of shares of Common Stock up to 1,750,000 shares of Common Stock, as determined by CGML. Promptly following 4:00 p.m. New York City time on the Termination Calculation Date, CGML shall notify Cactus II of the Terminated Shares and the Terminated Amount.
Termination Calculation Date:
December 21, 2018.
Termination Price:
The VWAP Price minus USD   0.03 per share of Common Stock.
VWAP Price:
The volume-weighted average price per share of Common Stock on the Termination Calculation Date, as determined by CGML by reference to the Bloomberg Page “KNX US <equity> AQR <Go>” (or any successor page thereto), it being understood that CGML shall exclude trades prior to 10:00 a.m. New York City time and after 3:58 p.m. New York City time; provided that, if such price is not so reported for any reason or is, in CGML’s reasonable discretion, erroneous, the VWAP Price shall be determined by CGML in good faith and a commercially reasonable manner.
3.
Representations .  Cactus II represents to CGML that:
3.1.               No Material Nonpublic Information.   It is not entering into this Amendment and the transactions contemplated hereby or taking any action hereunder or in connection herewith “on the basis of” (as defined in Rule 10b5-1(b) under the Securities Exchange Act of 1934, as amended), and neither Cactus II nor any of Cactus II’s affiliates is aware of, any material nonpublic information concerning the Assets or the business, operations or prospects of Swift. “ Material ” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of Swift.
3.2.             Status .  It is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing;
3.3.             Powers .  It has the power to execute and deliver this Amendment and to perform its obligations under this Amendment and has taken all necessary action to authorize such execution, delivery and performance;
2
3.4.            No Violation or Conflict .  Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
3.5.             Consents .  All governmental and other consents that are required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect and all conditions of any such consents have been complied with.
3.6.            Swift Trading Policy . Jerry C. Moyes has resigned from the Swift’s board of directors, and accordingly the Swift securities trading policy applicable to Swift directors does not apply to Cactus II’s execution, delivery and performance of this Amendment;
3.7.            Obligations Binding .  Its obligations under this Amendment constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and
3.8 .            Absence of Certain Events .  No Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Amendment.
4.
Valuation Event Notice .  The Valuation Event notice sent by or on behalf of CGML to Cactus II on December 19, 2018, which requires Cactus II to transfer to CGML Valuation Event Assets in an amount necessary for the Repurchase Price not to exceed 55% of the aggregate Fair Market Value of the Assets, by 5:00 p.m. New York City time on December 21, 2018, shall be rescinded if and only if, after giving effect to the partial termination and amendments of the Repurchase Agreement contemplated by this Amendment, the Repurchase Price does not exceed 55% of the aggregate Fair Market Value, as of the close of trading of the regular trading session of the New York Stock Exchange on December 21, 2018, of the Assets.
5.
Continuing Effect .  Except as expressly amended by this Amendment, the Repurchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their terms, and are hereby in all respects ratified and confirmed.  All references to the Repurchase Agreement in the Repurchase Agreement or any document related thereto shall for all purposes constitute references to the Repurchase Agreement as amended hereby.
6.
Incorporation by Reference .  Sections 4.3, 11, 12, 13, 17, 18, 19, 21 and 22 of the Repurchase Agreement shall apply to this Amendment mutatis mutandis.

[REMAINING SPACE INTENTIONALLY LEFT BLANK;
SIGNATURES TO FOLLOW ON NEXT PAGE]

3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 
CACTUS HOLDING COMPANY II, LLC
   
 
By: Jerry and Vickie Moyes Family Trust, its Manager
   
 
By: /s/ Jerry C. Moyes
 
Name: Jerry C. Moyes
 
Title:   Co-Trustee of the Manager
   
 
By: /s/ Vickie Moyes
 
Name: Vickie Moyes
 
Title:   Co-Trustee of the Manager
   
   
 
CITIGROUP GLOBAL MARKETS INC., as agent for CITIGROUP GLOBAL MARKETS LIMITED
   
 
By: /s/ James Heathcote
  Authorized Signatory

Back to Schedule 13D/A
Exhibit 99.11
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) dated as of December 27, 2018 is between Cactus Holding Company II, LLC, an Alaska limited liability company (“Seller”), and Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Buyer”) (Buyer and Seller may each be referred to as a “Party” and both together as “Parties”).
1.   Subject to the terms and conditions hereof, Buyer agrees to purchase from Seller, and Seller hereby agrees to sell to Buyer, One Million One Hundred Seventy-Three Thousand Six Hundred Eighty ( 1,173,680 ) shares of Class A Common Stock, par value $0.01 per share, of Buyer (the “Purchased Shares”), for an aggregate purchase price of Twenty-Nine Million Three Hundred Eighteen Thousand Five Hundred Twenty-Six  and 40/100 Dollars ($29,318,526.40) (the “Purchase Price”).
2.   Buyer shall pay the Purchase Price to Seller on or before December 27, 2018, by wiring the amounts set forth on Exhibit A hereto to the respective accounts set forth on Exhibit A hereto for the benefit of the banks listed on Exhibit A (the “Banks”) .  Seller shall deliver to each Bank, prior to Buyer’s payment of the Purchase Price, its irrevocable instruction, in a form satisfactory to each Bank, to transfer the Purchased Shares from it control account to Buyer’s Account, as defined below, upon that Bank’s receipt of its portion of the Purchase Price,  and Buyer’s obligation to pay the  Purchase  Price by the date stated above shall be conditioned on each Bank’s receipt and acknowledgement of Buyer’s irrevocable  instructions to that effect. Upon each Bank’s receipt of its portion of the Purchase Price, Seller shall take any and all action necessary to assure that Seller and each Bank  transfers, or causes to be transferred, the Purchased Shares to Buyer at the following Buyer account (“Buyer’s Account”):

DTC Participant Name: Merrill Lynch Pierce Fenner and Smith
DTC Participant #:     5198
Account #:                  XXX-XXXXX
Account Name:          Knight-Swift Transportation Holdings Inc.

Seller acknowledges that Buyer’s payment of each of the Bank is payment of the Purchase Price to Seller. Seller intends that each Banks accept this Agreement, in addition to any other instructions Seller may give, as an irrevocable direction from Seller to each Bank to transfer the Purchased Shares to Buyer’s Account, without any further direction of Seller, and each of the Banks listed on Exhibit A may rely on a copy of this Agreement, without further inquiry of Seller.  If any Bank requires a signature guaranty for Seller, Buyer may pay off the Bank’s lien and deliver the balance due Seller for that portion of the Purchased Shares upon delivery of the signature guaranty and that portion of the Purchased Shares.

3.   Seller represents and warrants to Buyer, that other than the lien on the Purchased Shares held by the Banks, the Purchased Shares are not subject to any other liens or adverse claims, and may be transferred to Purchaser, free and clear of any other liens or encumbrances.  The representations and warranties of this paragraph 3 shall survive the closing.
4.   This agreement will be governed by the laws of the State of Delaware, without reference to choice of law doctrine.  The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Maricopa County, Arizona in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.
[Signature page follows.]
IN WITNESS WHEREOF , the Parties hereto have caused this Securities Purchase Agreement to be duly executed as of the day and year written below.
 
SELLER:
   
 
CACTUS HOLDING COMPANY II, LLC
 
By: Jerry And Vickie Moyes Family Trust, its Manager
   
   
   
By:
/s/ Jerry C. Moyes
   
Name: Jerry C. Moyes
   
Title: Co-Trustee of the Manager
     
   
 
BUYER:
   
 
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
   
   
 
By:
/s/ Gary Knight
 
Name:
Gary Knight
 
Title:
Vice Chairman

 
[Signature page to Securities Purchase Agreement]
EXHIBIT A

Amount: $ 11,559,939.96

Account:

Bank/Institution Name:       First Western Bank
ABA Routing Number:       XXXXXXXXX
Account Number:                XXXXXX
Account Name:                    Loan Support
Reference:          Cactus Holding Company II Loan Number 43013797-00001
 
Amount: $ 5,017,693.61

Account:

Bank/Institution Name:       MidFirst Bank
ABA Routing Number:       XXXXXXXXX
Account Number:                XXXXXXX -XXX
Account Name:                    Cactus Holding Company II, LLC
Reference:        Cactus Holding Company II Loan Number 5835-00100
 
Amount: $ 5,657,207.62

Account:

Bank/Institution Name:         Sunflower Bank
ABA Routing Number:        XXXXXXXXX
Account Number:                 XXXXXXXXXX
Account Name:                     Cactus Holding Company II, LLC
Reference:       Cactus Holding Company II Loan Number X5078
 
Amount: $ 7,083,685.21

Account:

Bank/Institution Name:        Arizona Business Bank
ABA Routing Number:       XXXXXXXXX
Account Number:                XXXXXXX
Account Name:                    Cactus Holding Company II, LLC
Reference:      Share Purchase


Back to Schedule 13D/A