Sec Form 4 Filing - KNIGHT KEVIN P @ Knight-Swift Transportation Holdings Inc. - 2019-01-31

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 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) 01/31/2019 (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 ( 1 ) 01/31/2019 M 10,556 ( 1 ) A ( 1 ) $ 31.75 ( 1 ) 1,293 D Class A Common Stock 01/31/2019 M 4,000 A 5,293 D Class A Common Stock 01/31/2019 F 1,684 D $ 31.75 3,609 D Class A Common Stock 2,755,792 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 Securit y: 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 $ 0 01/31/2019 M 10,556 01/31/2019( 3 ) ( 3 ) Class A Common Stock 10,556 $ 0 20,492 D Restricted Stock Units $ 0 01/31/2019 M 4,000 01/31/2019( 4 ) ( 4 ) Class A Common Stock 4,000 $ 0 15,500 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 A. Powell, Attorney in Fact 02/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon vesting this restricted stock unit grant settled in cash based on the stock price of the vested portion of the grant on January 31, 2019. ( 2 )Restricted stock units convert into Class A Common Stock on a one-for-one basis. ( 3 )The remaining restricted stock units for this grant vest in two equal installments on January 31, 2020, and January 31, 2021. When this equity grant is vested, it will be settled in cash. ( 4 )The remaining restricted stock units for this grant vest as follows: approximately 7% of the total grant on January 31, 2020, and approximately 8% of the total grant on each of January 31, 2021, 2022 and 2023.

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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