Sec Form 4/A Filing - KNIGHT GARY J @ Knight-Swift Transportation Holdings Inc. - 2017-09-08

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KNIGHT GARY J 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) Vice Chairman (Last) (First) (Middle) 20002 NORTH 19TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2017 (Street) PHOENIX, AZ85027 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 A Common Stock ( 1 ) 09/08/2017 A 338,451 A 338,451 D Class A Common Stock ( 2 ) 09/08/2017 A 4,506,019 A 4,509,619 ( 4 ) I Trust

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 (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 Restricted Stock Units ( 5 ) $ 0 09/08/2017 A 14,100 ( 6 ) ( 6 ) Class A Common Stock 14,100 $ 0 14,100 D Restricted Stock Units ( 5 ) $ 0 09/08/2017 A 2,999 ( 7 ) ( 7 ) Class A Common Stock 2,999 $ 0 2,999 D Employee Stock Option (Right to Buy) ( 8 ) $ 17.29 09/08/2017 A 15,000 ( 9 ) 05/21/2018 Class A Common Stock 15,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KNIGHT GARY J 20002 NORTH 19TH AVENUE PHOENIX, AZ85027 X Vice Chairman Signatures /s/ Jessica Benford, Attorney-in-Fact 04/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This row is being amended to clarify the number of shares directly owned after the transaction. ( 2 )This row is being amended to clarify the number of shares owned indirectly by the reporting person after the transaction. ( 3 )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 issuer would issue to each shareholder of Knight Transportation, Inc. the number of issuer's shares equal to the number of shares of Knight Transportation, Inc. held by the shareholder. Each acquired share's market value is $40.85. ( 4 )Includes shares of the issuer that the reporting person owned prior to the merger of Swift Transportation Company and Knight Transportation Inc., as reported on the reporting person's Form 3, as amended. ( 5 )This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that 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. ( 6 )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. ( 7 )This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018. ( 8 )This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that 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. ( 9 )The stock option grant vested 20% on December 31, 2008, and 5% each quarter thereafter.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.