Edgar Filing: KNIGHT TRANSPORTATION INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KNIGHT GARY J

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)
Vice Chairman

(Last)

(First)

(Middle)

5601 WEST BUCKEYE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2005

(Street)

PHOENIX, AZ 85043

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 23.52 ⁽¹⁾ ⁽²⁾

08/19/2005

15,000 ⁽¹⁾ ⁽²⁾

12/31/2005⁽¹⁾⁽²⁾

08/18/2015

Common Stock, par value $0.01 per share

15,000 ⁽¹⁾ ⁽²⁾

$ 23.52 ⁽¹⁾ ⁽²⁾

15,000 ⁽¹⁾ ⁽²⁾

Trust and Entity

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KNIGHT GARY J 5601 WEST BUCKEYE ROAD PHOENIX, AZ 85043	X		Vice Chairman

Signatures

/s/ Gary J. Knight		04/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Knight was granted an option on August 19, 2005 to purchase 15,000 shares of Knight Transportation, Inc. common stock, at a price equal to the market value of such stock as of August 19, 2005, the date of the grant. The shares become vested and exercisable as follows: 3,000 shares become vested and exercisable after December 31, 2005; the remaining shares vest in 750 share increments and become exercisable after the expiration of each calendar quarter beginning on March 31, 2006 and ending December 31, 2009.
(2)	The above shares were adjusted for a 3 for 2 split on November 27, 2005 increasing the total number of shares granted to 22,500, and adjusting the exercise price to $15.68 per share. The shares, after the split, become vested and exercisable as follows: 4,500 shares become vested and exercisable after December 31, 2005, with the remaining shares vesting in 1,125 share increments and become exercisable after the expiration of each calendar quarter beginning on March 31, 2006 and ending December 31, 2009.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.