4//SEC Filing
SWIFT TRANSPORTATION CO INC 4
Accession 0001140361-07-009746
CIK 0000863557operating
Filed
May 10, 8:00 PM ET
Accepted
May 11, 6:51 PM ET
Size
26.1 KB
Accession
0001140361-07-009746
Insider Transaction Report
Form 4
MOYES JERRY
DirectorChairman and C.E.O.10% Owner
Transactions
- Other
Common Stock
2007-05-10−164,000→ 7,000 total - Disposition to Issuer
Common Stock
2007-05-10$31.55/sh−7,000$220,850→ 0 total - Award
Common Stock
2007-05-10$31.55/sh+46,464,044$1,465,940,588→ 1,000 total(indirect: By Corporation) - Other
Common Stock
2007-05-09+25,312→ 19,803,978 total - Other
Common Stock
2007-05-09−4,772,234→ 0 total(indirect: By Trust) - Other
Common Stock
2007-05-09+8,995,832→ 8,995,832 total(indirect: By Corporation) - Disposition to Issuer
Common Stock
2007-05-10$31.55/sh−492,500$15,538,375→ 0 total(indirect: By Corporation) - Other
Common Stock
2007-05-09−33,750→ 0 total(indirect: By LLC) - Other
Common Stock
2007-05-09−19,632,978→ 171,000 total
Footnotes (7)
- [F1]On 05/09/2007, VJM Investments, L.L.C. (VJM) distributed 33,750 shares of Issuer?s common stock pro rata to its members. Of the shares distributed by VJM, 25,312 shares were received by the Jerry and Vickie Moyes Family Trust dated 12/11/87 (the Family Trust). The reporting person is a co-trustee of the Family Trust and may be deemed to beneficially own shares of the Issuer's common stock held by the Family Trust.
- [F2]On 05/09/2007, the Moyes Children's Limited Partnership (MCLP) distributed 8,995,832 shares of the Issuer's common stock pro rata to its limited partners. The reporting person previously reported indirect beneficial ownership of 4,772,234 of such shares. Upon distribution, the limited partners of MCLP contributed all shares of the Issuer's common stock held by them to Saint Corporation (Saint), in furtherance of transactions contemplated by the Agreement and Plan of Merger dated 01/19/2007 (Merger Agreement) by and among Issuer, Saint, and Saint Acquisition, the wholly-owned subsidiary of Saint (MergerCo). In exchange for such contributed shares, the limited partners of MCLP received shares of Saint common stock. The reporting person is the CEO and President of Saint. The reporting person and the Family Trust are principal stockholders of Saint. As such, the reporting person may be deemed to beneficially own shares of the Issuer's common stock held by Saint.
- [F3]On 05/09/2007, in furtherance of the transactions contemplated by the Merger Agreement, the reporting person and the Family Trust contributed an aggregate of 19,632,978 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock.
- [F4]On 05/10/2007, in furtherance of the transactions contemplated by the Merger Agreement, the Family Trust contributed an additional 164,000 shares of the Issuer's common stock to Saint in exchange for shares of Saint common stock.
- [F5]Effective 05/10/2007, following the contribution described in Note 4, MergerCo was merged with and into the Issuer pursuant to the Merger Agreement, with the Issuer as the surviving corporation (the Merger). In the Merger, all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) were converted into the right to receive $31.55 in cash per share (the Merger Consideration). At the effective time of the Merger, the reporting person and SME Industries, Inc. (SME), held 7,000 shares and 492,500 shares, respectively, which were converted into the right to receive the Merger Consideration. The reporting person is the Chairman of the Board and a principal stockholder of SME and may have been deemed to beneficially own shares of the Issuer's common stock formerly held by SME.
- [F6]In the Merger, Saint effectively acquired all outstanding shares of the Issuer's common stock (other than shares owned by the Issuer, Saint, MergerCo, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) in exchange for the Merger Consideration. At the effective time of the Merger, there were 46,464,044 such shares of the Issuer's common stock outstanding.
- [F7]Under the terms of the Merger Agreement and the Merger, the number of shares of the Issuer's common stock outstanding after the Merger is significantly less than the number of shares that were publicly traded and is not related to the number of shares of the Issuer's common stock outstanding prior to the Merger.
Documents
Issuer
SWIFT TRANSPORTATION CO INC
CIK 0000863557
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0000863557
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 6:51 PM ET
- Size
- 26.1 KB