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

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)

2200 S. 75TH AVENUE

3. Date of Earliest Transaction (MM/DD/YY)
08/23/2019

(Street)

PHOENIX, AZ85043

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}			1	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}	Class A Common Stock	8,851,692	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )}	0	I ^{( 8 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}		1		^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 5 )}^{( 6 )}^{( 7 )}	Class A Common Stock	8,851,692	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )} ^{( 7 )}	1	I ^{( 8 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 9 )} ^{( 10 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}			1	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}	Class A Common Stock	9,864,000	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 9 )} ^{( 10 )}	0	I ^{( 8 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 9 )} ^{( 10 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}		1		^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 9 )}^{( 10 )}	Class A Common Stock	9,864,000	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 9 )} ^{( 10 )}	1	I ^{( 8 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 11 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}			1	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}	Class A Common Stock	5,044,308	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 11 )}	0	I ^{( 12 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 11 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}		1		^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 6 )}^{( 7 )}^{( 11 )}	Class A Common Stock	5,044,308	^{( 1 )} ^{( 2 ) ^{( 3 )} ^{( 4 )} ^{( 6 )} ^{( 7 )} ^{( 11 )}}	1	I ^{( 12 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 13 )} ^{( 14 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}			1	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}	Class A Common Stock	2,376,000	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 13 )} ^{( 14 )}	0	I ^{( 12 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 13 )} ^{( 14 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}		1		^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 13 )}^{( 14 )}	Class A Common Stock	2,376,000	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 13 )} ^{( 14 )}	1	I ^{( 12 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 15 )} ^{( 16 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}			1	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}	Class A Common Stock	3,331,003	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 15 )} ^{( 16 )}	0	I ^{( 12 )}	Manager and Member
Forward Sale Contract (obligation to sell)	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 15 )} ^{( 16 )}	08/23/2019		J^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}		1		^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}	^{( 1 )}^{( 2 )}^{( 3 )}^{( 4 )}^{( 7 )}^{( 15 )}^{( 16 )}	Class A Common Stock	3,331,003	^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 7 )} ^{( 15 )} ^{( 16 )}	1	I ^{( 12 )}	Manager and Member

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOYES JERRY 2200 S. 75TH AVENUE PHOENIX, AZ85043		X		Member of 10% group
MOYES VICKIE P.O. BOX 1397 TOLLESON, AZ85353		X
MOYES JERRY & VICKIE FAMILY TRUST 2200 S. 75TH AVENUE PHOENIX, AZ85043		X

**Signatures**
/s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed		08/27/2019
Signature of Reporting Person		Date
/s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed		08/27/2019
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		08/27/2019
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		08/27/2019
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )On August 23, 2019, Cactus Holding Company, LLC ("Cactus I") and M Capital Group Investors II, LLC ("M Capital II") entered into and amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein.
( 2 )Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Class A Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares."
( 3 )The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price.
( 4 )The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date.
( 5 )The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,584 for eight of the components and 442,585 for 12 of the components. The amendment amended the Valuation Dates from August 30, 2019 through September 27, 2019 to March 13, 2020 through April 9, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692.
( 6 )The Forward Floor Price and Forward Cap Price under this VPF changed from $40.9682 and $49.1983 to $44.50 and $56.50, respectively.
( 7 )In connection with the VPF transactions, M Capital II and Cactus I entered into a Trigger Price Agreement, pursuant to which M Capital II and Cactus I are obligated to make certain payments if the daily volume weighted average price of the Class A Common Stock equals or exceeds a "Reset Trigger Price" and the VPFs can be terminated if the daily volume weighted average price of the Class A Common Stock equals or exceeds an "Early Termination Price." Payments made under this agreement increase the Reset Trigger Price and Early Termination Price. The initial Reset Trigger Price is $36.75 and the initial Early Termination Price is $39.70. The amount of the required payments are determined by the counterparty in a commercially reasonable manner and using a consistent methodology as was used in determining the illustrative amounts provided to M Capital II and Cactus I prior to entering into the Trigger Price Agreement.
( 8 )Shares are held directly by M Capital II. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II.
( 9 )The reported transactions involve the termination of an existing and previously reported VPF by M Capital II and the entry into a new VPF by M Capital II. The number of components in the new VPF remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates under the previous VPF were August 30, 2019 through September 27, 2019 and the Valuation Dates under the new VPF are May 26, 2020 through June 22, 2020. The maximum number of shares to be delivered under the new VPF remained unchanged at 9,864,000. M Capital II was entitled to receive $313,966,000 in connection with the new VPF, which was applied in partial satisfaction of the $332,568,000 required to terminate the existing VPF. The remaining $18,602,000 of the required termination payment was funded with a payment made by the counterparty for the benefit of M Capital II under the Trigger Price Agreement.
( 10 )The Forward Floor Price and Forward Cap Price under the previous VPF were $39.9687 and $47.9451, respectively. The Forward Floor Price and Forward Cap Price under the new VPF are $42.50 and $52.95, respectively.
( 11 )The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to March 13, 2020 through March 17, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308.
( 12 )Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I and Cactus III.
( 13 )The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000.
( 14 )The Forward Floor Price and Forward Cap Price under this VPF changed from $39.9687 and $47.9451 to $42.50 and $52.95, respectively.
( 15 )The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,110,334 for two of the components and 1,110,335 for the third component. The amendment amended the Valuation Dates from August 30, 2019 through September 4, 2019 to May 26, 2020 through May 28, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003.
( 16 )The Forward Floor Price and Forward Cap Price under this VPF changed from $35.9841 and $42.9762 to $42.00 and $52.25, respectively.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Sec Form 4 Filing - MOYES JERRY @ Knight-Swift Transportation Holdings Inc. - 2019-08-23