Sec Form 4/A Filing - KNIGHT KEVIN P @ 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

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1. Name and Address of Reporting Person KNIGHT KEVIN P 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) Executive 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 2,742,577 ( 2 ) A 2,742,577 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 Performance Units ( 3 ) ( 4 ) 09/08/2017 A 74,635 ( 4 ) 09/08/2017 ( 4 ) Class A Common Stock 74,635 ( 4 ) $ 0 74,635 ( 4 ) D Restricted Stock Performance Units ( 5 ) ( 4 ) 09/08/2017 D 74,635 ( 4 ) 09/08/2017( 4 ) ( 4 ) Class A Common Stock 74,635 $ 0 0 D Phantom Stock ( 6 ) ( 4 ) 09/08/2017 A 74,635 ( 4 ) ( 4 ) Class A Common Stock 74,635 $ 0 74,635 D Restricted Stock Performance Units ( 3 ) ( 7 ) 09/08/2017 A 50,201 ( 7 ) ( 7 ) 01/31/2019( 7 ) Class A Common Stock 50,201 ( 7 ) $ 0 50,201 ( 7 ) D Restricted Stock Performance Units ( 3 ) ( 7 ) 09/08/2017 A 20,635 ( 7 ) ( 7 ) 01/31/2020( 7 ) Class A Common Stock 20,635 ( 7 ) $ 0 20,635 ( 7 ) D Restricted Stock Units ( 3 ) $ 0 09/08/2017 A 23,500 ( 8 ) ( 8 ) Class A Common Stock 23,500 $ 0 23,500 D Restricted Stock Units ( 3 ) $ 0 09/08/2017 A 11,244 ( 9 ) ( 9 ) Class A Common Stock 11,244 $ 0 11,244 D Employee Stock Option (Right to Buy) ( 3 ) $ 17.29 09/08/2017 A 69,217 ( 10 ) 05/21/2018 Class A Common Stock 69,217 $ 0 69,217 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KNIGHT KEVIN P 20002 NORTH 19TH AVENUE PHOENIX, AZ85027 X Executive 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 shares owned indirectly by the reporting person after the transaction. The row showing the acquisition of all of the reporting person's direct shares is not being amended and is therefore not included in this Form 4 amendment. ( 2 )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. ( 3 )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. ( 4 )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 delivery of the underlying shares for the RSUs that vested on the effective date of the merger. As a result, the reporting person is reporting the disposition of 74,635 RSUs in exchange for an equal number of shares of phantom stock. The phantom stock will be paid within 6 months of the date the reporting person terminates employment. ( 5 )This row is being amended to clarify the vesting and deferral of the restricted stock grant. ( 6 )This row is added to show the acquisition of phantom stock in connection with the election to defer delivery of the shares for the restricted stock unit grant that vested in connection with the Merger Agreement. ( 7 )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. ( 8 )The 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. ( 9 )This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018. ( 10 )This option vested 20% on December 31, 2008 and 5% per calendar 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).

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