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 *
Updike James E. Jr.
   2. Issuer Name and Ticker or Trading Symbol
KNIGHT TRANSPORTATION INC [KNX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP Sales and Marketing
(Last)
(First)
(Middle)
20002 NORTH 19TH AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014
(Street)

PHOENIX, AZ 85027		 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
Common Stock 01/31/2014   A   1,500 A $ 21.35 7,745.99 D  
Common Stock 01/31/2014   F   531 (1) D $ 21.35 7,214.99 D  
Common Stock 01/31/2014   A   2,000 A $ 21.35 9,214.99 D  
Common Stock 01/31/2014   F   707 (2) D $ 21.35 8,507.99 D  
Common Stock 01/31/2014   M   2,659 A $ 10.5378 11,166.99 D  
Common Stock 01/31/2014   M   3,600 A $ 14.48 14,766.99 D  
Common Stock 01/31/2014   M   2,050 A $ 18.75 16,816.99 D  
Common Stock 01/31/2014   S   8,309 D $ 21.5201 (6) 8,507.99 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 10.5378 01/31/2014   M     2,659 03/19/2011(3) 03/18/2014 Common Stock 2,659 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 14.48 01/31/2014   M     3,600 04/26/2012(4) 04/25/2015 Common Stock 3,600 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 18.75 01/31/2014   M     2,050 05/18/2013(5) 05/17/2016 Common Stock 2,050 $ 0 1,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Updike James E. Jr.
20002 NORTH 19TH AVENUE
PHOENIX, AZ 85027		       Exec VP Sales and Marketing  

Signatures

 /s/ James E. Updike, Jr.   02/04/2014
**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) Disposition to issuer approved by Compensation Committee Resolution on March 31, 2013.
(2) Disposition to issuer approved by Compensation Committee.
(3) This option vested in 20% increments over a five year period with the final 20% vesting on March 19, 2011.
(4) This option vested in equal increments of 1,200 shares annually, with the final vesting occurring on April 26, 2012.
(5) This option vested in equal increments of 750 shares annually, with the final vesting occurring on May 18, 2013.
(6) This transaction was executed in multiple trades at prices ranging from $21.52 to $21.525 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight Transportation, Inc. or a shareholder of Knight Transportation, Inc. full information regarding the number of shares and prices at which the transaction was effected.

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