Statement of Changes in Beneficial Ownership (4)
May 12 2020 - 5:07PM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
Pate Lisa M |
2. Issuer Name and Ticker or Trading Symbol
US XPRESS ENTERPRISES INC
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USX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Trustee & Managing GP |
(Last)
(First)
(Middle)
11227 MEADOWVIEW ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/13/2019 |
(Street)
GEORGETOWN, TN 37336
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/13/2019 | | D(1) | | 7032 | D | $0 | 101772 | D (2) | |
Class A Common Stock | 5/9/2020 | | M | | 9147 | A | $0 (3) | 110919 | D (2) | |
Class B Common Stock | | | | | | | | 319994 | D (2) | |
Class B Common Stock | | | | | | | | 2583914 | I (4) | Trustee |
Class B Common Stock | | | | | | | | 150005 | I (5) | Managing General Partner |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Restricted Stock Units | (3) | 5/9/2020 | | M | | | 9147 | (6) | (6) | Class A Common Stock | 9147 | $0 | 0 | D (2) | |
Explanation of Responses: |
(1) | Represents shares of restricted stock that were forfeited upon Ms. Pate's resignation from the issuer's board of directors. |
(2) | Shares held by Ms. Pate. |
(3) | Each restricted stock unit ("RSU") convert into the issuer's Class A Common Stock on a one-for-one basis. |
(4) | Shares held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate of which Ms. Pate is the sole trustee. |
(5) | Shares held by the Quinn Family Partners, L.P., in which Ms. Pate is the managing general partner. Ms. Pate disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purposes. |
(6) | The RSUs were granted on August 20, 2019 and were scheduled to vest upon the earlier of May 9, 2020 and the issuer's 2020 annual meeting of stockholders, subject to certain vesting and forfeiture provisions. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pate Lisa M 11227 MEADOWVIEW ROAD GEORGETOWN, TN 37336 |
| X |
| Trustee & Managing GP |
Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate 11227 MEADOWVIEW ROAD GEORGETOWN, TN 37336 |
| X |
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Signatures
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/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | | 5/12/2020 |
**Signature of Reporting Person | Date |
/s/ Lisa M. Pate, trustee Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | | 5/12/2020 |
**Signature of Reporting Person | Date |
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