X0306 4 2013-12-12 0 0000929452 KNIGHT TRANSPORTATION INC KNX 0001187342 KNIGHT KEVIN P 20002 NORTH 19TH AVENUE PHOENIX AZ 85027 1 1 0 0 Chief Executive Officer Forward Sale Contract (obligation to sell) 2013-12-12 4 J 0 150000 A Common Stock 150000 0 I trust On December 12, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 150,000 shares (in 50,000 increments) of KNX common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of KNX common stock at that time) on the maturity dates of the contract: 50,000 on February 22, 2017; 50,000 on February 23, 2017; and 50,000 on February 24, 2017 (each a "Maturity Date"). In exchange for assuming this obligation, the reporting person will receive a cash payment of $1,735,613.33 as of the date of entering into the contract. The reporting person pledged 150,000 shares of KNX common stock (the "Pledged Shares") to secure the obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of KNX common stock to be delivered to the buyer on each Maturity Date is to be determined as follows: (a) if the Settlement Price is less than or equal to $13.00 (the "Floor Price"), the reporting person will deliver to the buyer 50,000 shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to $23.00 (the "Cap Price"), the reporting person will deliver to the buyer an amount of shares equal to: the product of 50,000 shares multiplied by the Floor Price, divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the purchaser the amount of shares equal to: 50,000 shares multiplied by the quotient of the Floor Price plus the Settlement Price minus the Cap Price, and divided by the Settlement Price. /s/ Kevin P. Knight 2013-12-16