Miller Adam W Form 4 Knight-Swift Transportation / Adam W Miller 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Miller Adam W

(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)
CFO

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

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
Class A Common Stock	01/31/2023		M		22,700	A	(1)	120,073	D
Class A Common Stock	01/31/2023		F		9,841	D	$59.1	110,232	D
Class A Common Stock	01/31/2023		M		22,700(7)	A	(1)	132,932	D
Class A Common Stock	01/31/2023		F		9,841	D	$59.1	123,091	D
Class A Common Stock	01/31/2023		M		1,600	A	(1)	124,691	D
Class A Common Stock	01/31/2023		F		757	D	$59.1	123,934	D
Class A Common Stock	01/31/2023		M		5,875	A	(1)	129,809	D
Class A Common Stock	01/31/2023		F		2,544	D	$59.1	127,265	D
Class A Common Stock	01/31/2023		M		5,754	A	(1)	133,019	D
Class A Common Stock	01/31/2023		F		2,495	D	$59.1	130,524	D
Class A Common Stock	01/31/2023		M		5,534	A	(1)	136,058	D
Class A Common Stock	01/31/2023		F		2,399	D	$59.1	133,659	D

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			22,700	01/31/2023	(2)	Class A Common Stock	22,700	$0	0	D
Performance Restricted Stock Units	(1)	01/31/2023		M			22,700(7)	01/31/2023	(2)	Class A Common Stock	22,700	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M			1,600	01/31/2023	(3)	Class A Common Stock	1,600	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M			5,875	01/31/2023	(4)	Class A Common Stock	5,875	$0	0	D
Restricted Stock Units	(1)	01/31/2023		M			5,754	01/31/2023	(5)	Class A Common Stock	5,754	$0	5,929	D
Restricted Stock Units	(1)	01/31/2023		M			5,534	01/31/2023	(6)	Class A Common Stock	5,534	$0	11,236	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 issued 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. Value shown is estimated. Actual results will depend upon receipt of audited financial information reflected in Form 10-K.

	/s/ James E. Brophy, Attorney in Fact	02/02/2023
	** Signature of Reporting Person	Date
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.