Sec Form 4 Filing - Moyes Michael @ Knight-Swift Transportation Holdings Inc. - 2019-09-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Moyes Michael 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 _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) 2200 S. 75TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2019 (Street) PHOENIX, AZ85043 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

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 Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 09/10/2019 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 ) Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 09/10/2019 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 ) Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 ) ( 9 ) ( 10 ) 09/10/2019 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 ) Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 ) ( 9 ) ( 10 ) 09/10/2019 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 ) Member

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moyes Michael 2200 S. 75TH AVENUE PHOENIX, AZ85043 Member of 10% owner group Signatures /s/ Michael Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 09/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 10, 2019, M Capital Group Investors II, LLC ("M Capital II") had certain terms of previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs") changed, as further described herein. ( 2 )Under the VPFs, M Capital II 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 a change to an existing and previously reported VPF of 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 Valuation Dates remain unchanged at 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 $44.50 and $56.50 to $45.50 and $58.25, respectively. ( 7 )In connection with these VPF transactions, and pursuant to the previously disclosed Trigger Price Agreement, M Capital II made an aggregate payment of $ 4,600,000 and the Reset Trigger Price and Early Termination Price under the Trigger Price Agreement were increased. ( 8 )Shares are held directly by M Capital II. The reporting person is the trustee of five trusts that constitute certain of the members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these shares except to the extent of his 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. ( 9 )The reported transactions involve a change to an existing and previously reported VPF of M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200. The Valuation Dates were changed from May 26, 2020 through June 22, 2020 to June 10, 2020 through July 8, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. ( 10 )The Forward Floor Price and Forward Cap Price under this VPF changed from $42.50 and $52.95 to $43.70 and $54.15, 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.