SEC FORM 4

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

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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^*

KNIGHT KEVIN P

(Last)

(First)

(Middle)

20002 NORTH 19TH AVENUE

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNIGHT TRANSPORTATION INC [ KNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2017		J/K⁽¹⁾⁽²⁾		34,350	D	$31.95⁽¹⁾⁽²⁾	2,812,797	I	Trust
Common Stock	02/23/2017		J/K⁽¹⁾⁽²⁾		34,177	D	$31.6⁽¹⁾⁽²⁾	2,778,610	I	Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾	02/22/2017		J/K⁽¹⁾⁽²⁾			34,350	02/22/2017	02/22/2017	Common Stock	34,350	$0	100,000	I	Trust
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾	02/23/2017		J/K⁽¹⁾⁽²⁾			34,177	02/23/2017	02/23/2017	Common Stock	34,177	$0	50,000	I	Trust

Explanation of Responses:

1. On December 12, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 150,000 (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 received 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.

2. The number of shares of KNX common stock to be delivered to the Buyer on each Maturity Date is determined as follows: (a) if the Settlement Price is less than or equal to $13.00 (the "Floor Price"), the reporting person delivers 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 delivers 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 delivers to the buyer 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/ Jessica Benford, Attorney-in-Fact	02/24/2017
	** 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).
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