Form 4 - Statement of changes in beneficial ownership of securities

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^*

Fuller William Eric

(Last)

(First)

(Middle)

4080 JENKINS RD.

(Street)

CHATTANOOGA

37421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US XPRESS ENTERPRISES INC [ USX ]

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

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
President & CEO / Co-Trustee & Managing GP

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Class B Common Stock	06/30/2023		J⁽¹⁾		53,331	D	⁽¹⁾	795,197	D⁽²⁾
Class B Common Stock	07/01/2023		D⁽³⁾		795,197	D	$6.15⁽³⁾	0	D⁽²⁾
Class A Common Stock	06/30/2023		J⁽⁴⁾		113,836	D	⁽⁴⁾	622,464	D⁽²⁾
Class A Common Stock	07/01/2023		D⁽⁵⁾		460,010	D	$0⁽⁵⁾	162,454	D⁽²⁾
Class A Common Stock	07/01/2023		D⁽⁶⁾		162,454	D	$6.15⁽⁶⁾	0	D⁽²⁾
Class B Common Stock	06/30/2023		J⁽⁷⁾		916,993	D	⁽⁷⁾	1,076,276	I⁽⁸⁾	Co-Trustee
Class B Common Stock	07/01/2023		D⁽³⁾		1,076,276	D	$6.15⁽³⁾	0	I⁽⁸⁾	Co-Trustee
Class B Common Stock	06/30/2023		J⁽⁹⁾		559,677	D	⁽⁹⁾	1,049,936	I⁽¹⁰⁾	Managing General Partner
Class B Common Stock	07/01/2023		D⁽³⁾		1,049,936	D	$6.15⁽³⁾	0	I⁽¹⁰⁾	Managing General Partner

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)

1. Name and Address of Reporting Person^*

Fuller William Eric

(Last)

(First)

(Middle)

4080 JENKINS RD.

(Street)

CHATTANOOGA

37421

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller

(Last)

(First)

(Middle)

4080 JENKINS ROAD

(Street)

CHATTANOOGA

37421

(City)

(State)

(Zip)

Explanation of Responses:

1. On July 1, 2023, pursuant to the Agreement and Plan of Merger, dated March 20, 2023 (the "Merger Agreement"), by and among the issuer, Knight-Swift Transportation Holdings, Inc. ("Parent"), and Liberty Merger Sub Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as an indirect wholly-owned subsidiary of Parent. In connection with the Merger, on June 30, 2023, Mr. Eric Fuller contributed 53,331 shares of Class B common stock to Liberty Holdings Topco LLC, a subsidiary of Parent ("Holdings"), in exchange for an equal number of units in Holdings.

2. Shares held by Mr. Eric Fuller.

3. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class B common stock were cancelled and converted into the right to receive $6.15 in cash (the "Merger Consideration").

4. In connection with the Merger, on June 30, 2023, Mr. Eric Fuller contributed 113,826 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings.

5. In connection with the closing of the Merger, Mr. Eric Fuller resigned from all positions with the issuer and the 460,010 shares of Class A restricted stock then-held by Mr. Eric Fuller were forfeited for no consideration or payment.

6. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class A common stock were cancelled and converted into the Merger Consideration.

7. In connection with the Merger, on June 30, 2023, the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (the "Trust") contributed 916,993 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.

8. Shares held by the Trust of which Mr. Eric Fuller is a co-trustee, along with his mother, Ms. Janice Fuller. Mr. Eric Fuller and Ms. Janice Fuller have shared dispositive power with respect to shares held in the Trust, and Mr. Eric Fuller has sole voting power.

9. In connection with the Merger, on June 30, 2023, the Max Fuller Limited Partnership contributed 559,677 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.

10. Shares held by the Max Fuller Limited Partnership, in which Mr. Eric Fuller is the managing general partner. Mr. Eric Fuller disclaims beneficial ownership of these securities except to the extent of his 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.

	/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	07/05/2023
	/s/ William Eric Fuller, trustee Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	07/05/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.