SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACKSON DAVID A

(Last)

(First)

(Middle)

20002 NORTH 19TH AVENUE

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Knight-Swift Transportation Holdings Inc. [ KNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/12/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Performance Units⁽¹⁾	⁽²⁾	09/08/2017		A		9,952⁽²⁾		09/08/2017	⁽²⁾	Class A Common Stock	9,952⁽²⁾	$0	9,952	D
Restricted Stock Performance Units⁽¹⁾	⁽²⁾	09/08/2017		M			2,488⁽²⁾	09/08/2017⁽²⁾	⁽²⁾	Class A Common Stock	2,488	$0	7,464	D
Restricted Stock Performance Units⁽¹⁾	⁽²⁾	09/08/2017		D			7,464⁽²⁾	09/08/2017⁽²⁾	⁽²⁾	Class A Common Stock	7,464	$0	0	D
Phantom Stock⁽¹⁾	⁽²⁾	09/08/2017		A		7,464		⁽²⁾	⁽²⁾	Class A Common Stock	7,464	$0	7,464	D
Restricted Stock Performance Units⁽¹⁾	$0	09/08/2017		A		16,734⁽³⁾		⁽³⁾	01/31/2019	Class A Common Stock	16,734⁽³⁾	$0	16,734⁽³⁾	D
Restricted Stock Performance Units⁽¹⁾	$0	09/08/2017		A		33,016⁽³⁾		⁽³⁾	01/31/2020	Class A Common Stock	33,016⁽³⁾	$0	33,016⁽³⁾	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		21,150		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	21,150	$0	21,150	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		2,600		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,600	$0	2,600	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		17,991		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	17,991	$0	17,991	D

Explanation of Responses:

1. This row is being added to show derivative securities acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc. and Knight Transportation, Inc. (the "Merger Agreement"), providing that the issuer would assume each restricted stock award of Knight Transportation, Inc. Common Stock subject to vesting and automatically convert such awards into restricted stock awards of issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock.

2. On 3/14/14, the reporting person was granted restricted stock units ("RSUs") with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a 3-year period that ended 12/31/16. As part of the Merger Agreement, on the effective date of the merger, the RSUs vested and the shares issued had a market value of $40.85 per share. Each RSU represents a contingent right to receive 1 share of Class A Common Stock. The reporting person opted to defer 75% of the RSUs that vested on the effective date of the merger. As a result, the reporting person is reporting the disposition of 7,464 RSUs in exchange for an equal number of shares of phantom stock. The phantom stock will be paid in 3 equal annual installments on 1/31/19, 1/31/20, and 1/31/21. The acquisition of Class A Common Stock for the remaining 25% of the RSUs that vested (2,488 RSUs) is reported in Table I of the original Form 4.

3. The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017.

4. The remaining restricted stock units vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023.

5. The remaining restricted stock units vest on January 31, 2018.

6. This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018.

	/s/ Jessica Benford, Attorney-in-Fact	04/11/2018
	** Signature of Reporting Person	Date
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