Statement of Changes in Beneficial Ownership (4)
March 16 2023 - 6:10PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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FULLER MAX L |
2. Issuer Name and Ticker or Trading Symbol
US XPRESS ENTERPRISES INC
[
USX
]
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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) Executive Chairman
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Member & Co-Trustee |
(Last)
(First)
(Middle)
4080 JENKINS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/14/2023 |
(Street)
CHATTANOOGA, TN 37421
(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
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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 B Common Stock | 3/14/2023 | | M | | 66663 | A | (1) | 399978 | D (2) | |
Class B Common Stock | | | | | | | | 8261776 | I (3) | Member |
Class B Common Stock | | | | | | | | 1993269 | I (4) | Co-trustee |
Class A Common Stock | | | | | | | | 221088 | D (2) | |
Class A Common Stock | | | | | | | | 1658482 | I (5) | Member |
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 | (1) | 3/14/2023 | | M | | | 66663 | (6) | (6) | Class B Common Stock | 66663 | $0 | 66688 | D (2) | |
Explanation of Responses: |
(1) | Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis. |
(2) | Shares held by Mr. Max Fuller. |
(3) | Represents (i) 2,753,926 shares of Class B common stock held by FSBSPE 1, LLC (ii) 2,753,925 shares of Class B common stock held by FSBSPE 2, LLC, and (iii) 2,753,925 shares of Class B common stock held by FSBSPE 3, LLC. FSBSPE 1, LLC FSBSPE 2, LLC, and FSBSPE 3, LLC are wholly owned subsidiaries of Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purpose. |
(4) | Shares held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, over which Ms. Janice Fuller and her son, Mr. Eric Fuller, are the co-trustees and have shared dispositive power and Mr. Eric Fuller has sole voting power. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purposes. |
(5) | Shares held by Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purpose. |
(6) | The remaining RSUs will vest on March 14, 2024, subject to continuous employment through the vesting date and certain other termination and forfeiture conditions. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FULLER MAX L 4080 JENKINS ROAD CHATTANOOGA, TN 37421 | X | X | Executive Chairman | Member & Co-Trustee |
Fuller Janice 4080 JENKINS ROAD CHATTANOOGA, TN 37421 |
| X |
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Fuller Family Enterprises, LLC 4080 JENKINS ROAD CHATTANOOGA, TN 37421 |
| X |
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Signatures
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Max L. Fuller, member Fuller Family Enterprises, LLC, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | | 3/16/2023 |
**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 control number. |
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