Sec Form 4 Filing - MOYES JERRY @ Knight-Swift Transportation Holdings Inc. - 2020-03-20

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 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) 03/20/2020 (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) 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 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) 1 ( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) ( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) Common Stock 8,851,692 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 0 I ( 7 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) 1 ( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) ( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) Common Stock 8,851,692 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 1 I ( 7 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 ) ( 9 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) 1 ( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) ( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) Common Stock 9,864,000 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 ) ( 9 ) 0 I ( 7 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 ) ( 9 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) 1 ( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) ( 1 )( 2 )( 3 )( 4 )( 8 )( 9 ) Common Stock 9,864,000 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 ) ( 9 ) 1 I ( 7 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 10 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) 1 ( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) ( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) Common Stock 5,044,308 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 10 ) 0 I ( 11 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 10 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) 1 ( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) ( 1 )( 2 )( 3 )( 4 )( 6 )( 10 ) Common Stock 5,044,308 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 10 ) 1 I ( 11 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 9 ) ( 12 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) 1 ( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) ( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) Common Stock 2,376,000 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 9 ) ( 12 ) 0 I ( 11 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 9 ) ( 12 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) 1 ( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) ( 1 )( 2 )( 3 )( 4 )( 9 )( 12 ) Common Stock 2,376,000 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 9 ) ( 12 ) 1 I ( 11 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 13 ) ( 14 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) 1 ( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) ( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) Common Stock 3,331,003 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 13 ) ( 14 ) 0 I ( 11 ) Manager and Member Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 13 ) ( 14 ) 03/20/2020 J( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) 1 ( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) ( 1 )( 2 )( 3 )( 4 )( 13 )( 14 ) Common Stock 3,331,003 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 13 ) ( 14 ) 1 I ( 11 ) Manager and Member

Reporting Owners Reporting Owner Name / Address Relationships 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 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 03/24/2020 Signature of Reporting Person Date /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 03/24/2020 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 03/24/2020 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 03/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 20, 2020, Cactus Holding Company, LLC ("Cactus I") and 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, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("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 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 changed from March 13, 2020 through April 9, 2020 to September 28, 2020 through October 23, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692. ( 6 )The Forward Cap Price under this VPF changed from $58.25 to $52.00. The Forward Floor Price did not change. ( 7 )Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of M Capital II. ( 8 )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 June 10, 2020 through July 8, 2020 to December 10, 2020 through January 8, 2021. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000. ( 9 )The Forward Cap Price under this VPF changed from $54.15 to $47.90. The Forward Floor Price did not change. ( 10 )The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436. The Valuation Dates were changed from March 13, 2020 through March 17, 2020 to September 28, 2020 through September 30, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308. ( 11 )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. ( 12 )The reported transactions involve a change to an existing and previously reported VPF of Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000. The Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000. ( 13 )The reported transactions involve a change to an existing and previously reported VPF of 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 Valuation Dates were changed from June 10, 2020 through June 12, 2020 to December 10, 2020 through December 14, 2020. The maximum number of shares to be delivered under this VPF remained unchanged at 3,331,003. ( 14 )The Forward Cap Price under this VPF changed from $53.25 to $47.00. The Forward Floor Price did not change.

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.