X0306 4/A 2017-09-08 2017-09-12 0 0001492691 Knight-Swift Transportation Holdings Inc. KNX 0001513280 Quast Kevin 20002 NORTH 19TH AVENUE PHOENIX AZ 85027 0 1 0 0 EVP & COO of Knight Trans. Inc Restricted Stock Performance Units 2017-09-08 4 A 0 6220 0 A 2017-09-08 Class A Common Stock 6220 6220 D Restricted Stock Performance Units 2017-09-08 4 M 0 6220 0 D Class A Common Stock 6220 0 D Restricted Stock Performance Units 0 2017-09-08 4 A 0 4183 0 A 2019-01-31 Class A Common Stock 4183 4183 D Restricted Stock Performance Units 0 2017-09-08 4 A 0 6190 0 A 2020-01-31 Class A Common Stock 6190 6190 D Restricted Stock Units 0 2017-09-08 4 A 0 18800 0 A Class A Common Stock 18800 18800 D Restricted Stock Units 0 2017-09-08 4 A 0 2000 0 A Class A Common Stock 2000 2000 D Restricted Stock Units 0 2017-09-08 4 A 0 4498 0 A Class A Common Stock 4498 4498 D Employee Stock Option (Right to Buy) 14.79 2017-09-08 4 A 0 10000 0 A 2018-02-27 Class A Common Stock 10000 10000 D Employee Stock Option (Right to Buy) 17.29 2017-09-08 4 A 0 7500 0 A 2018-05-21 Class A Common Stock 7500 7500 D This row is being added to show derivative securities acquired pursuant to an Agreement and Plan of Merger dated April 9, 2017, among the issuer, Bishop Merger Sub, Inc. and Knight Transportation, Inc. (the "Merger Agreement"), providing that the issuer would assume each restricted stock award of Knight Transportation, Inc. Common Stock subject to vesting and automatically convert such awards into restricted stock awards of issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock. This row is being added to show derivative securities acquired pursuant to the Merger Agreement, providing that the issuer would assume each vested and unvested stock option of Knight Transportation, Inc. Common Stock and automatically convert such options into stock options to acquire issuer's Class A Common Stock equal to the number of shares of Knight Transportation, Inc. Common Stock subject to the option. On March 14, 2014, the reporting person was granted restricted stock units with the amount of shares of common stock awarded to be based on achieving or failing to achieve performance targets measured over a three-year period that ended December 31, 2016. As part of the Merger Agreement, the restricted stock units vest on the effective date of the merger and the shares issued have a market value of $40.85 per share on the effective date of the merger. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The vesting of these restricted stock units is reported in Table I of the original Form 4. The number of underlying securities is subject to adjustment based on the level of achievement for specified performance targets measured over a performance period ending on December 31, 2017. The shares underlying this award vested as of September 8, 2017. The remaining restricted stock units for this grant vest as follows: approximately 17% on January 31, 2018, approximately 17% on January 31, 2019, approximately 15% on January 31, 2020, and approximately 17% on each of January 31, 2021, 2022, and 2023. The remaining restricted stock units for this grant vest on January 31, 2018. This restricted stock unit grant vests in five equal annual installments beginning on May 31, 2018. This option vested in five equal annual installments beginning on February 28, 2011. This option vested in five equal annual installments beginning on May 22, 2011. /s/ Jessica Benford, Attorney-in-Fact 2018-04-11