DAVID A. JACKSON - 31 Jan 2022 Form 4 Insider Report for Knight-Swift Transportation Holdings Inc. (KNX)

Role: President and CEO, Director
Signature: /s/ James E. Brophy, Attorney in Fact
Issuer symbol: KNX
Transactions as of: 31 Jan 2022
Transactions value $: -$4,502,863
Form type: 4
Filing time: 02 Feb 2022, 12:52:35 UTC
Previous filing: 13 Dec 2021
Next filing: 02 Jun 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KNX	Class A Common Stock	Options Exercise		+125K	+166.04%		201K	31 Jan 2022	Direct	F1
transaction	KNX	Class A Common Stock	Tax liability	-$3.5M	-61.9K	-30.8%	$56.58	139K	31 Jan 2022	Direct
transaction	KNX	Class A Common Stock	Options Exercise		+3.6K	+2.59%		143K	31 Jan 2022	Direct	F1
transaction	KNX	Class A Common Stock	Tax liability	-$102K	-1.8K	-1.26%	$56.58	141K	31 Jan 2022	Direct
transaction	KNX	Class A Common Stock	Options Exercise		+11K	+7.84%		152K	31 Jan 2022	Direct	F1
transaction	KNX	Class A Common Stock	Tax liability	-$308K	-5.45K	-3.59%	$56.58	147K	31 Jan 2022	Direct
transaction	KNX	Class A Common Stock	Options Exercise		+10.7K	+7.29%		157K	31 Jan 2022	Direct	F1
transaction	KNX	Class A Common Stock	Tax liability	-$298K	-5.27K	-3.35%	$56.58	152K	31 Jan 2022	Direct
transaction	KNX	Class A Common Stock	Options Exercise		+10.4K	+6.84%		162K	31 Jan 2022	Direct	F1
transaction	KNX	Class A Common Stock	Tax liability	-$290K	-5.13K	-3.16%	$56.58	157K	31 Jan 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KNX	Performance Restricted Stock Units	Options Exercise	$0	-125K	-100%	$0.00^*	0	31 Jan 2022	Class A Common Stock	125K		Direct	F1, F2
transaction	KNX	Restricted Stock Units	Options Exercise	$0	-3.6K	-50%	$0.00	3.6K	31 Jan 2022	Class A Common Stock	3.6K		Direct	F1, F3
transaction	KNX	Restricted Stock Units	Options Exercise	$0	-11K	-100%	$0.00^*	0	31 Jan 2022	Class A Common Stock	11K		Direct	F1, F4
transaction	KNX	Restricted Stock Units	Options Exercise	$0	-10.7K	-50%	$0.00	10.7K	31 Jan 2022	Class A Common Stock	10.7K		Direct	F1, F5
transaction	KNX	Restricted Stock Units	Options Exercise	$0	-10.4K	-33%	$0.00	21.1K	31 Jan 2022	Class A Common Stock	10.4K		Direct	F1, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units convert into Class A Common Stock on a one-for-one basis.
F2	The three-year performance period applicable to this grant ended on December 31, 2021 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, 2022.
F3	The remaining restricted stock units for this grant will vest at approximately 8% of the total grant on each of January 31, 2022 and 2023.
F4	The remaining restricted stock units for this grant vested on January 31, 2022. Stock is issued when and as vested.
F5	This restricted stock unit grant vests in three approximately equal annual installments beginning on January 31, 2021, and ending January 31, 2023. Stock is issued when and as vested.
F6	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.