Sec Form 4 Filing - Van Kirk Steven Richard @ Knight-Swift Transportation Holdings Inc. - 2017-09-08

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 Van Kirk Steven Richard 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) Executive VP Intermodal (Last) (First) (Middle) C/O KNIGHT-SWIFT TRANSPORTATION HLDG INC, 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) 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, Restricted Stock Unit 09/08/2017 F( 1 ) 634 D $ 40.85 11,584 ( 2 ) D Class A Common Stock, Restricted Stock Unit 09/08/2017 A( 3 ) 1,879 A $ 40.85 13,463 D Class A Common Stock, Restricted Stock Unit 09/08/2017 A( 4 ) 2,038 A $ 40.85 15,501 D Class A Common Stock, Restricted Stock Unit 09/08/2017 F( 5 ) 1,213 D $ 40.85 14,288 D

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 Securi ties 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Van Kirk Steven Richard C/O KNIGHT-SWIFT TRANSPORTATION HLDG INC 20002 NORTH 19TH AVENUE PHOENIX, AZ85027 Executive VP Intermodal Signatures /s/ Steven Van Kirk 09/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of Restricted Stock Units previously granted. ( 2 )In connection with the Issuer's merger with Knight Transportation, a 0.72 reverse stock split was effected on September 8, 2017. ( 3 )Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan. The performance share awards were granted on May 20, 2015 and had a three-year performance period ending on December 31, 2017, but the granting of these performance units was accelerated due to the closing of the Merger (as defined below). On September 8, 2017, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the issuer, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the issuer ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight continuing as the surviving corporation and as a direct wholly owned subsidiary of the issuer (the "Merger"). ( 4 )Represents performance shares awarded, pursuant to the issuer's 2014 Omnibus Incentive Plan (amended and restated as of December 15, 2010). The performance share awards were granted on May 24, 2016 and had a three-year performance period ending on December 31, 2018, but the granting of these performance units was accelerated due to the closing of the Merger. ( 5 )Represents the number of shares withheld to satisfy tax withholding obligations upon the vesting of performance shares.

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