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^*

Quast Kevin

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & COO of Knight Trans. Inc

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⁾	⁽³⁾	09/08/2017		A		6,220⁽³⁾		09/08/2017⁽³⁾	⁽³⁾	Class A Common Stock	6,220⁽³⁾	$0	6,220⁽³⁾	D
Restricted Stock Performance Units⁽¹⁾	⁽³⁾	09/08/2017		M			6,220⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	6,220⁽³⁾	$0	0	D
Restricted Stock Performance Units⁽¹⁾	$0	09/08/2017		A		4,183⁽⁴⁾		⁽⁴⁾	01/31/2019	Class A Common Stock	4,183⁽⁴⁾	$0	4,183⁽⁴⁾	D
Restricted Stock Performance Units⁽¹⁾	$0	09/08/2017		A		6,190⁽⁴⁾		⁽⁴⁾	01/31/2020	Class A Common Stock	6,190⁽⁴⁾	$0	6,190⁽⁴⁾	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		18,800		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	18,800	$0	18,800	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		2,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,000	$0	2,000	D
Restricted Stock Units⁽¹⁾	$0	09/08/2017		A		4,498		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,498	$0	4,498	D
Employee Stock Option (Right to Buy)⁽²⁾	$14.79	09/08/2017		A		10,000		⁽⁸⁾	02/27/2018	Class A Common Stock	10,000	$0	10,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$17.29	09/08/2017		A		7,500		⁽⁹⁾	05/21/2018	Class A Common Stock	7,500	$0	7,500	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. This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that the issuer would assume each vested and unvested stock option of Knight Transportation, Inc. Common Stock and automatically convert such options into stock options to acquire issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock subject to the option.

3. On March 14, 2014, the reporting person was granted restricted stock units with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a three-year period that ended December 31, 2016. As part of the Merger Agreement, the restricted stock units vest on the effective date of the merger and the shares issued have a market value of $40.85 per share on the effective date of the merger. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The vesting of these restricted stock units is reported in Table I of the original Form 4.

4. 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.

5. The remaining restricted stock units for this grant 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.

6. The remaining restricted stock units for this grant vest on January 31, 2018.

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

8. This option vested in five equal annual installments beginning on February 28, 2011.

9. This option vested in five equal annual installments beginning on May 22, 2011.

	/s/ Jessica Benford, Attorney-in-Fact	04/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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