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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SALMON MATTHEW

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5601 WEST BUCKEYE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2004

(Street)

PHOENIX, AZ 85043

4. If Amendment, Date Original Filed(Month/Day/Year)
06/15/2004

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.
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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

Director Stock Option (right to buy)

$ 16.3733 ⁽²⁾

06/15/2004

06/01/2004

750 ⁽²⁾

01/02/2005⁽¹⁾

03/16/2006⁽³⁾

Common Stock, par value $0.01 per share

750 ⁽²⁾

$ 16.3733 ⁽²⁾

750 ⁽²⁾

Director Stock Option (right to buy)

$ 16.5533 ⁽²⁾

06/01/2003

2,250 ⁽²⁾

01/01/2004

03/16/2006⁽³⁾

Common Stock, par value $0.01 per share

2,250 ⁽²⁾

$ 16.5533 ⁽²⁾

2,250 ⁽²⁾

Director Stock Option (right to buy)

$ 6.77 ⁽²⁾

05/08/2001

8,437 ⁽²⁾

05/08/2002

03/16/2006⁽³⁾

Common Stock, par value $0.01 per share

8,437 ⁽²⁾

$ 6.77 ⁽²⁾

8,437 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SALMON MATTHEW 5601 WEST BUCKEYE ROAD PHOENIX, AZ 85043	X

Signatures

Matt Salmon		04/07/2005
^**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)	Pursuant to the Knight Transportation, Inc. 2003 Stock Option Plan, every June 1 while the plan is in effect, independent directors automatically receive a stock option grant of 500 shares of Knight common stock, the exercise price of which is the fair market value as of June 1. The stock options granted are not exercisable until seven months after the date of the grant and are forfeitable if the director terminates his service as a director of Knight Transportation, Inc. within one year after the date of the stock option grant. The stock options expire on the earlier of (a) one year after the director terminates his service as a director of Knight Transportation, Inc., or (b) ten years after the date of the grant.
(2)	Total options on previous report were incorrectly computed. No new options have been granted since the previous report. Additionally, this Amended Form 4 accounts for the 3 for 2 stock split in July, 2004. This Amended Form 4 summarizes all options currently held by Mr. Salmon.
(3)	On March 16, 2005, Mr. Salmon resigned as a director of Knight Transportation, Inc. Pursuant to the terms of his stock options, the options will terminate one year from the date of his resignation.

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