Sec Form 4 Filing - Moyes Michael @ Knight-Swift Transportation Holdings Inc. - 2017-11-16

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Moyes Michael 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 _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) C/O SWIFT AVIATION GROUP, INC., 2710 E. OLD TOWER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2017 (Street) PHOENIX, AZ85034 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class B Common Stock 09/08/2017 J( 1 ) V 550,000 D 0 D Class A Common Stock 09/08/2017 J( 1 ) V 396,000 A 396,000 ( 2 ) D Class B Common Stock 09/08/2017 J( 1 ) V 10,595,659 D 0 I ( 4 ) Member Class A Common Stock 09/08/2017 J( 1 ) V 7,628,874 A 7,628,874 ( 3 ) I ( 4 ) Member Class B Common Stock 09/08/2017 J( 1 ) V 26,213,049 D 0 I ( 5 ) Member Class A Common Stock 09/08/2017 J( 1 ) V 18,873,395 A 18,873,395 I ( 5 ) Member

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 Exercis e Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Forward Sale Contract (obligation to sell) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) 11/16/2017 J( 6 )( 7 )( 8 )( 9 )( 10 ) 1 ( 6 )( 7 )( 8 )( 9 )( 10 ) ( 6 )( 7 )( 8 )( 9 )( 10 ) Class A Common Stock 8,851,692 ( 11 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) 0 I ( 5 ) Member Forward Sale Contract (obligation to sell) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) 11/16/2017 J( 6 )( 7 )( 8 )( 9 )( 10 ) 1 ( 6 )( 7 )( 8 )( 9 )( 10 ) ( 6 )( 7 )( 8 )( 9 )( 10 ) Class A Common Stock 8,851,692 ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) 1 I ( 5 ) Member Forward Sale Contract (obligation to sell) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 12 ) 11/16/2017 J( 6 )( 7 )( 8 )( 9 )( 12 ) 1 ( 6 )( 7 )( 8 )( 9 )( 12 ) ( 6 )( 7 )( 8 )( 9 )( 12 ) Class A Common Stock 9,864,000 ( 11 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 12 ) 0 I ( 5 ) Member Forward Sale Contract (obligation to sell) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 12 ) 11/16/2017 J( 6 )( 7 )( 8 )( 9 )( 12 ) 1 ( 6 )( 7 )( 8 )( 9 )( 12 ) ( 6 )( 7 )( 8 )( 9 )( 12 ) Class A Common Stock 9,864,000 ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 12 ) 1 I ( 5 ) Member

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moyes Michael C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX, AZ85034 Member of 10% owner group Signatures /s/ Michael Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 11/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the merger of Swift Transportation Company and Knight Transportation, Inc., on September 8, 2017, each issued and outstanding share of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock") was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") and immediately thereafter, each issued and outstanding share of Class A Common Stock (including each share of Class A Common Stock into which the shares of Class B Common Stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.720 of a share of Class A Common Stock. ( 2 )Amount reflects the previous distribution by M Capital Group Investors, LLC ("M Capital I") of 550,000 shares of Class B common stock to a trust for the benefit of the reporting person, and from such trust to the reporting person directly. The distribution reflected a change in the reporting person's form of beneficial ownership from indirect to direct and did not change the number of shares in which the reporting person has a pecuniary interest. ( 3 )Amount reflects the previous distribution by M Capital I of an aggregate of 7,363,140 shares of Class B common stock to certain of its members, including the distribution described in footnote 2. These distributions did not change the number of shares in which the reporting person has a pecuniary interest. ( 4 )Shares are held by M Capital I. The reporting person is the trustee of certain trusts that are members of M Capital I and is the beneficiary of a trust that is also a member of M Capital I. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. ( 5 )Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of certain trusts that are members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. ( 6 )Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. ( 7 )Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." ( 8 )The actual number of shares required to be delivered under each component of the VPFs 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 equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. ( 9 )The Settlement Price under the VPFs 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 shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. ( 10 )The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. ( 11 )Share amount updated to reflect the Reverse Split. ( 12 )The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split.

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