Knight-Swift Transportation (KNX) Form 4/A Knight-Swift Transportation / Todd F. Carlson ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carlson Todd F.

(Last) (First) (Middle)

2002 WEST WAHALLA LANE

(Street)

PHOENIX AZ 85027

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2023

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	01/31/2023		M		5,503	A	(1)	49,606	D
Class A Common Stock	01/31/2023		F		1,561	D	$59.1	48,045	D
Class A Common Stock	01/31/2023		M		4,815(7)	A	(1)	52,860	D
Class A Common Stock	01/31/2023		F		2,088(7)	D	$59.1	50,772	D
Class A Common Stock	01/31/2023		M		1,200	A	(1)	51,972	D
Class A Common Stock	01/31/2023		F		404	D	$59.1	51,568	D
Class A Common Stock	01/31/2023		M		1,424	A	(1)	52,992	D
Class A Common Stock	01/31/2023		F		433	D	$59.1	52,559	D
Class A Common Stock	01/31/2023		M		1,918	A	(1)	54,477	D
Class A Common Stock	01/31/2023		F		544	D	$59.1	53,933	D
Class A Common Stock	01/31/2023		M		1,660	A	(1)	55,593	D
Class A Common Stock	01/31/2023		F		471	D	$59.1	55,122	D
Class A Common Stock								7,257	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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
Performance Restricted Stock Units	(1)	01/31/2023		M		5,503		01/31/2023	(2)	Class A Common Stock	5,503	$0	0	D
Performance Restricted Stock Units	(1)	01/31/2023		M		4,815(7)		01/31/2023	(2)	Class A Common Stock	4,815	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M		1,200		01/31/2023	(3)	Class A Common Stock	1,200	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M		1,424		01/31/2023	(4)	Class A Common Stock	1,424	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M		1,918		01/31/2023	(5)	Class A Common Stock	1,918	$0	1,977	D
Restricted Stock Units	(1)	01/31/2023		M		1,660		01/31/2023	(6)	Class A Common Stock	1,660	$0	3,371	D

Explanation of Responses:

1. Restricted stock units convert into Class A Common Stock on a one-for-one basis.

2. The three-year performance period applicable to this grant ended on December 31, 2022 and the number of securities reflects the level of achievement of the performance targets over that period. The shares earned under this award vested on January 31, 2023.

3. The remaining restricted stock units for this grant vested on January 31, 2023. Stock is issued when and as vested.

4. The remaining restricted stock units for this grant vested on January 31, 2023. Stock is issued when and as vested.

5. The restricted stock units vest as follows: 33% on January 31, 2022; 33% on January 31, 2023; and 34% on January 31, 2024. Stock is used when and as vested.

6. The restricted stock units vest as follows: 33% on January 31, 2023; 33% on January 31, 2024; and 34% on January 31, 2025. Stock is issued when and as vested.

7. Amended to reflect actual value based on performance criteria, as reflected in the Company's audited financial statements as of 12/31/22.

	/s/ James E. Brophy, Attorney in Fact	03/20/2023
	** Signature of Reporting Person	Date
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