Sec Form 4/A Filing - KNIGHT GARY J @ KNIGHT TRANSPORTATION INC - 2017-09-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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 GARY J
2. Issuer Name and Ticker or Trading Symbol
KNIGHT TRANSPORTATION 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)
Vice Chairman
(Last) (First) (Middle)
20002 NORTH 19TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2017
(Street)
PHOENIX, AZ85027
4. If Amendment, Date Original Filed (MM/DD/YY)
09/12/2017
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
Common Stock ( 1 ) 09/08/2017 D 338,451 D 0 D
Common Stock ( 2 ) 09/08/2017 D 4,506,019 D 0 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 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
Restricted Stock Units ( 4 ) $ 0 09/08/2017 D 14,100 ( 5 ) ( 5 ) Common Stock 14,100 $ 0 0 D
Restricted Stock Units ( 4 ) $ 0 09/08/2017 D 2,999 ( 6 ) ( 6 ) Common Stock 2,999 $ 0 0 D
Employee Stock Option (Right to Buy) ( 4 ) $ 17.29 09/08/2017 D 15,000 ( 7 ) 05/21/2018 Common Stock 15,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KNIGHT GARY J
20002 NORTH 19TH AVENUE
PHOENIX, AZ85027
X Vice Chairman
Signatures
/s/ Jessica Benford, Attorney-in-Fact 04/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction.
( 2 )This row is being amended to clarify the number of shares owned indirectly by the reporting person after the transaction.
( 3 )Disposed of pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc., and Swift Transportation Company (the "Merger Agreement"), providing that all shares of issuer shall be exchanged for an equal number of shares of Knight-Swift Transportation Holdings Inc., such exchanged shares having a market value of $40.85 per share on the effective date of the merger.
( 4 )This row is being added to show disposition of derivative securities pursuant to the Merger Agreement. The derivative securities were assumed and replaced by Swift Transportation Company (renamed Knight-Swift Transportation Holdings Inc.).
( 5 )The remaining restricted stock units for this grant were scheduled to vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023.
( 6 )This restricted stock unit grant was scheduled to vest in five equal annual installments beginning on May 31, 2018.
( 7 )This option vested 20% on December 31, 2008 and 5% on each calendar quarter thereafter.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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