Knight Swift Transportation : SC 13D/A

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FORM SC 13D/A

MOYES JERRY - KNX

Filed: January 02, 2019 (period: )

Amendment to a SC 13D filing

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 15)

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

__________________________________________________________________________________

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE __________________________________________________________________________________

(Title of Class of Securities)

499049104 __________________________________________________________________________________

(CUSIP Number)

Jerry and Vickie Moyes 2200 South 75th Avenue

Phoenix, AZ 85034 Telephone: [phone] Facsimile: [phone] __________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Earl Scudder & Chris Kortum Scudder Law Firm, P.C., L.L.O. 411 South 13th Street, 2nd Floor

Lincoln, NE 68508

December 27, 2018 __________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO.: 87074U101

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Jerry Moyes

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

• (a) [ ]

• (b) [X]

3.

SEC USE ONLY

4.

Source of Funds (See Instructions) AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

6.

Citizenship or Place of Organization

United States of America

Number of

Shares Beneficially Owned by Each Reporting Person with

7.

8.

Sole Voting Power 0

Shared Voting Power 28,215,148(1)

9.

Sole Dispositive Power 0

10.

Shared Dispositive Power 28,215,148(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 40,889,881(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[

]

13.

Percent of Class Represented by Amount in Row (11)

23.4%(3)

14.

Type of Reporting Person (See Instructions)

IN

• (1) Includes shares of Class A Common Stock ("Class A Common Stock" or "common stock") of Knight-Swift Transportation Holdings Inc. held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.

• (2) Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

• (3) The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Vickie Moyes

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

• (a) [ ]

• (b) [X]

3.

SEC USE ONLY

4.

Source of Funds (See Instructions) AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

6.

Citizenship or Place of Organization

United States of America

Number of

Shares Beneficially Owned by Each Reporting Person with

7.

8.

Sole Voting Power 0

Shared Voting Power 28,215,148(1)

9.

Sole Dispositive Power 0

10.

Shared Dispositive Power 28,215,148(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 40,889,881(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[

]

13.

Percent of Class Represented by Amount in Row (11)

23.4%(3)

14.

Type of Reporting Person (See Instructions)

IN

• (1) Includes shares of common stock held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power and shares held by Mr. and Mrs. Moyes through their ownership of various entities and a trust for their benefit and over which they share voting and dispositive power.

• (2) Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II, an affiliate of Mr. and Mrs. Moyes, that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price upon maturity of the agreement. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

• (3) The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Jerry and Vickie Moyes Family Trust Dated 12/11/87

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

• (a) [ ]

• (b) [X]

3.

SEC USE ONLY

4.

Source of Funds (See Instructions)

AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

6.

Citizenship or Place of Organization

Arizona

Number of

Shares Beneficially Owned by Each Reporting Person with

7.

8.

Sole Voting Power 28,192,494(1)

Shared Voting Power 0

9.

Sole Dispositive Power 28,192,494(1)

10.

Shared Dispositive Power 0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 40,889,881(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[

]

13.

Percent of Class Represented by Amount in Row (11)

23.4%(3)

14.

Type of Reporting Person (See Instructions)

OO

• (1) Includes shares of common stock held by various entities over which the Moyes Trust has voting and dispositive power as manager.

• (2) Includes 3,331,003 shares of common stock beneficially owned by Cactus Holding II that have been sold to a counterparty pursuant to a Securities Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. Includes 130,856 shares of common stock underlying employee stock options that are exercisable within 60 days of the date of this Amendment but which have not been exercised. Also includes shares of common stock held by Michael Moyes, Lyndee Moyes Nester, Jerry Moyes, and M Six Investors which the Reporting Person may be deemed to beneficially own as part of a group in connection with the Stockholders Agreement.

• (3) The percentage indicated is based upon 174,539,545 shares of common stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2018.