Sec Form 4 Filing - MOYES JERRY @ Knight-Swift Transportation Holdings Inc. - 2018-12-27

Insider filing report for Changes in Beneficial Ownership
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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)
12/27/2018
(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
Class A Common Stock 12/27/2018 S( 1 ) 1,173,680 D $ 24.98 1,898,791 I ( 2 ) Manager and Member
Class A Common Stock 7,420,308 I ( 3 ) Manager and Member
Class A Common Stock 7,055,874 ( 4 ) I ( 5 ) Member
Class A Common Stock 18,873,395 I ( 6 ) Manager and Member
Class A Common Stock 22,654 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 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
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 12/31/2018
Signature of Reporting Person Date
/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 12/31/2018
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 12/31/2018
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 12/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the sale of shares to the Issuer.
( 2 )Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus II is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members.
( 3 )Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the JVMF Trust is the sole manager. Cactus I is wholly owned by Cactus III.
( 4 )Amount reflects the distribution of 501,000 shares from M Capital Group Investors, LLC ("M Capital I") to certain of its members who are not reporting persons. This distribution did not change the number of shares in which the reporting persons have a pecuniary interest.
( 5 )Shares are held by M Capital I, an entity for which Cactus I is one of the members. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their 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 )Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their 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.

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