Sec Form 4 Filing - MOYES JERRY @ Knight-Swift Transportation Holdings Inc. - 2018-12-21

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 JERRY 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 X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% group (Last) (First) (Middle) C/O SWIFT AVIATION GROUP, INC., 2710 E. OLD TOWER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2018 (Street) PHOENIX, AZ85034 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Right to Purchase ( 1 ) 12/21/2018 J( 1 ) 1 05/21/2018 02/15/2019 Class A Common Stock 1,537,205 $ 37,612,793 ( 1 ) 0 I ( 2 ) Manager and Member Right to Purchase ( 1 ) 05/21/2018 02/15/2019 Class A Common Stock 3,331,003 1 I ( 2 ) Manager and Member

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOYES JERRY C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX, AZ85034 X Member of 10% group MOYES VICKIE P.O. BOX 1397 TOLLESON, AZ85353 X MOYES JERRY & VICKIE FAMILY TRUST C/O SWIFT AVIATION GROUP, INC. 2710 E. OLD TOWER ROAD PHOENIX, AZ85034 X Signatures /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018 Signature of Reporting Person Date /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018 Signature of Reporting Person Date /s/ Jerry Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018 Signature of Reporting Person Date /s/ Vickie Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction involves a partial termination of an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus Holding Company II, LLC ("Cactus II"). Under the Repurchase Agreement, Cactus II had the right to repurchase 4,868,208 shares of the issuer's common stock at any time prior to the expiration date and a fully recourse obligation to repurchase such shares on the expiration date. As previously reported, Cactus II initially received an aggregate of $84,483,693 and the maximum amount available for advance was subsequently increased to $125,000,000. The repurchase price is equal to the outstanding balance of the amount advanced plus accrued interest. In the reported transaction, the number of shares underlying the Repurchase Agreement was reduced by 1,537,205 and the repurchase price was reduced by $37,612,793. 3,331,003 shares remain subject to the Repurchase Agreement. ( 2 )Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC, of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust is the sole manager of Cactus II.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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