Knight-Swift Transportation (KNX) Form 4 Knight-Swift Transportation / Lyndee Moyes Nester 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^*

Nester Lyndee Moyes

(Last) (First) (Middle)

2200 S. 75TH AVENUE

(Street)

PHOENIX AZ 85043

(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
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2020

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

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
Common Stock	03/20/2020		J(1)		18,873,395	D	$0	0	I	Member
Common Stock								2,475,000(2)	I	Member and Manager(3)
Common Stock								2,583,924(2)	I	Member and Manager(4)
Common Stock								3,721,950(2)	I	Member and Manager(5)
Common Stock								72,000(2)	I	As Trustee(6)
Common Stock								72,000(2)	I	As Trustee and Beneficiary(7)
Common Stock								72,000(2)	I	As Trustee(8)
Common Stock								72,000(2)	I	As Trustee(9)

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

Explanation of Responses:

1. Transaction represents the abandonment of membership interests in M Capital Group Investors II, LLC ("M Capital II") for no consideration by certain trusts for which the reporting person serves as trustee and by a trust for which the reporting person is a beneficiary. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

2. Amount reflects certain distributions of the issuer's common stock by M Capital Group Investors, LLC ("M Capital I") to the trusts comprising its members, contribution of the issuer's common stock by such trusts to M Six Investors, LLC ("M Six") and M Dynasty Capital, LLC ("M Dynasty"), contribution of the issuer's common stock from the reporting person to the LynDee Moyes Nester Trust (the "LynDee Trust"), and the contribution of the issuer's common stock to trusts for which the reporting person serves as trustee by the beneficiaries of such trusts. These transactions reflect a change in the reporting person's form of beneficial ownership from direct to indirect or a change in the reporting person's form of indirect beneficial ownership and did not change the number of shares in which the reporting person has a pecuniary interest.

3. Shares are held directly by M Six. The reporting person serves as trustee for four of the trusts and is beneficiary of one such trust that are certain of the members of M Six. The reporting person is also one of the managers of M Six. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

4. Shares are held directly by M Dynasty. The reporting person serves as trustee for four trusts and is beneficiary of one such trust that are certain of the members of M Dynasty. The reporting person is also the manager of M Dynasty. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

5. Shares are held directly by M Capital I. The reporting person serves as trustee for four trusts and is beneficiary of one such trust that are certain of the members of M Capital I. The reporting person is also one of the managers of M Capital I. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

6. Shares are held directly by the Hollie Moyes Trust, for which the reporting person serves as trustee. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

7. Shares are held directly by the LynDee Trust, for which the reporting person serves as trustee and is the beneficiary.

8. Shares are held directly by the Marti Lyn Moyes Trust, for which the reporting person serves as trustee. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

9. Shares are held directly by the Michael J. Moyes Trust, for which the reporting person serves as trustee. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose.

	/s/ Lyndee Moyes Nester, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed	03/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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