Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Nester Lyndee Moyes	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/YYYY) 9/10/2019
(Street) PHOENIX, AZ 85043 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	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⁾	9/10/2019		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	8851692	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	0	I ⁽⁸⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	9/10/2019		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	8851692	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	1	I ⁽⁸⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	9/10/2019		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	9864000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	0	I ⁽⁸⁾	Member
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	9/10/2019		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	9864000	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	1	I ⁽⁸⁾	Member

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 her 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nester Lyndee Moyes 2200 S. 75TH AVENUE PHOENIX, AZ 85043				Member of 10% owner group

Signatures
/s/ Lyndee Moyes Nester, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed		9/12/2019
^**Signature of Reporting Person		Date

Knight Swift Transportat... (NYSE:KNX)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Knight Swift Transportat... Charts.

Knight Swift Transportat... (NYSE:KNX)
Historical Stock Chart
From Apr 2023 to Apr 2024

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 control number.

Share on Facebook Share on Twitter Share on Email

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

KNX Knight Swift Transportation Holdings Inc

Latest KNX Messages

Loading Messages....

Knight-swift Transportation Holdings Inc. News

Loading Messages....

Your Recent History