0001140361-15-010632.txt : 20150306 0001140361-15-010632.hdr.sgml : 20150306 20150306102119 ACCESSION NUMBER: 0001140361-15-010632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150306 DATE AS OF CHANGE: 20150306 GROUP MEMBERS: KNIGHT CAPITAL GROWTH LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA TRUCK INC CENTRAL INDEX KEY: 0000883945 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710556971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43312 FILM NUMBER: 15679999 BUSINESS ADDRESS: STREET 1: 3200 INDUSTRIAL PARK ROAD CITY: VAN BUREN STATE: AR ZIP: 72956 BUSINESS PHONE: 479-471-2500 MAIL ADDRESS: STREET 1: 3200 INDUSTRIAL PARK ROAD CITY: VAN BUREN STATE: AR ZIP: 72956 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT TRANSPORTATION INC CENTRAL INDEX KEY: 0000929452 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860649974 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022692000 MAIL ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 SC 13D/A 1 formsc13da.htm KNIGHT TRANSPORTATION, INC SC 13DA NO 8 3-4-2015 (USA TRUCK, INC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 8)*
 
Under the Securities Exchange Act of 1934

USA Truck, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
902925106
(CUSIP Number)
 
Todd F. Carlson, Esq.
General Counsel
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 4, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 902925106
13D
Page 2 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Knight Capital Growth LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Arizona
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
839,101
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
839,101
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
839,101
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
CUSIP No. 902925106
13D
Page 3 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Knight Transportation, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Arizona
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
839,101
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
839,101
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
839,101
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
CO, HC
 
 
 
 
 
CUSIP No. 902925106
13D
Page 4 of 7 Pages
 
Item 1. Security and Issuer.
 
This Amendment No. 8 to Schedule 13D (this “13D Amendment No. 8”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”), filed on September 26, 2013, by Knight Transportation, Inc. (“Knight Transportation”) and Knight Capital Growth LLC (together with Knight Transportation, the “Knight Entities”), as amended by Amendment No.1 to the Original Schedule 13D filed on September 30, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 15, 2013, Amendment No. 3 to the Original Schedule 13D filed on November 4, 2013, Amendment No. 4 to the Original Schedule 13D filed on February 4, 2014, Amendment No. 5 to the Original Schedule 13D filed on May 15, 2014, Amendment No. 6 to the Original Schedule 13D filed on August 4, 2014 (“13D Amendment No. 6”), and Amendment No. 7 to the Original Schedule 13D filed on January 7, 2015 (“13D Amendment No. 7”). The Original Schedule 13D relates to the shares of common stock, par value $0.01 per share, issued by USA Truck, Inc. (“USA Truck” and such shares, the “Shares”). The address of the principal executive offices of USA Truck is 3200 Industrial Park Road, Van Buren, Arkansas. Capitalized terms used but not defined in this 13D Amendment No. 8 shall have the meanings ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
 
Item 4. Purpose of Transaction.
 
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
 
The Reporting Persons sold, in a series of open market transactions, an aggregate of 105,416 Shares between January 8, 2015 and March 4, 2015 in order to realize a return on their investment in USA Truck. As Knight Transportation has previously indicated, Knight Transportation may continue to own shares in USA Truck and will continue to consider its options in the future regarding its investment in USA Truck.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
 
The following sets forth, as of the close of trading on March 4, 2015, the aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the close of trading on March 4, 2015.

Reporting Person
  
Amount Beneficially Owned (1) 
  
Percent of Class (2) 
  
Sole Power to Vote or Direct the Vote 
  
Shared Power to Vote or to Direct the Vote 
  
Sole Power to Dispose or to Direct the Disposition of 
  
Shared Power to Dispose or to Direct the Disposition of 
Knight Transportation
    
839,101
      
8.0%
    
0
      
839,101
      
0
      
839,101
  
Knight Capital
    
839,101
      
8.0%
    
0
      
839,101
      
0
      
839,101
  
 
(1) Knight Capital is the direct owner of 839,101 Shares and Knight Transportation is the sole member and owner of all of the outstanding equity interests of Knight Capital
 
(2) Based on 10,531,594 Shares outstanding as of October 17, 2014, as reported on USA Truck’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed on November 3, 2014
 
CUSIP No. 902925106
13D
Page 5 of 7 Pages
 
The following table sets forth all transactions with respect to Shares effected after January 5, 2015, the last date for which transactions were reported on 13D Amendment No. 7.
 
Name of Reporting Person
Date of Transaction
Type of Transaction
  
Amount of Shares Sold
    
Price Per Share (1)
  
                  
Knight Capital
1/8/2015
Open Market
    
21,500
    
$
27.76
  
Knight Capital
1/9/2015
Open Market
    
26,400
    
$
27.82
  
Knight Capital
1/12/2015
Open Market
    
5,000
    
$
28.64
  
Knight Capital
1/13/2015
Open Market
    
10,000
    
$
29.49
  
Knight Capital
1/14/2015
Open Market
    
2,800
    
$
30.26
  
Knight Capital
2/11/2015
Open Market
    
200
    
$
30.50
  
Knight Capital
2/12/2015
Open Market
    
500
    
$
30.50
  
Knight Capital
2/13/2015
Open Market
    
4,300
    
$
30.50
  
Knight Capital
2/17/2015
Open Market
    
11,100
    
$
31.70
  
Knight Capital
2/18/2015
Open Market
    
6,400
    
$
31.75
  
Knight Capital
2/20/2015
Open Market
    
3,900
    
$
31.80
  
Knight Capital
2/23/2015
Open Market
    
400
    
$
31.50
  
Knight Capital
2/24/2015
Open Market
    
700
    
$
31.50
  
Knight Capital
2/25/2015
Open Market
    
600
    
$
31.50
  
Knight Capital
2/26/2015
Open Market
    
1,944
    
$
31.50
  
Knight Capital
2/27/2015
Open Market
    
3,072
    
$
30.95
  
Knight Capital
3/2/2015
Open Market
    
1,300
    
$
30.75
  
Knight Capital
3/4/2015
Open Market
    
5,300
    
$
29.23
  
 
(1) The aggregate of 21,500 Shares sold on January 8, 2015 were effected through multiple transactions at different prices per Share ranging from $27.75 to $27.85.  The indicated $27.76 price per Share represents the approximate weighted average price per Share for the aggregate of the 21,500 Shares sold.
 
The aggregate of 26,400 Shares sold on January 9, 2015 were effected through multiple transactions at different prices ranging per Share from $27.75 to $28.01.  The indicated $27.82 price per Share represents the approximate weighted average price per Share for the aggregate of the 26,400 Shares sold.
 
The aggregate of 5,000 Shares sold on January 12, 2015 were effected through multiple transactions at different prices per Share ranging from $28.60 to $28.68.  The indicated $28.64 price per Share represents the approximate weighted average price per Share for the aggregate of the 5,000 Shares sold.
 
The aggregate of 10,000 Shares sold on January 13, 2015 were effected through multiple transactions at different prices per Share ranging from $29.00 to $29.85.  The indicated $29.49 price per Share represents the approximate weighted average price per Share for the aggregate of the 10,000 Shares sold.
 
The aggregate of 2,800 Shares sold on January 14, 2015 were effected through multiple transactions at different prices per Share ranging from $30.25 to $30.28.  The indicated $30.26 price per Share represents the approximate weighted average price per Share for the aggregate of the 2,800 Shares sold.
 
The aggregate of 200 Shares sold on February 11, 2015 were effected through multiple transactions each at $30.50 per Share.
 
CUSIP No. 902925106
13D
Page 6 of 7 Pages
 
The aggregate of 500 Shares sold on February 12, 2015 were effected through multiple transactions each at $30.50 per Share.
 
The aggregate of 4,300 Shares sold on February 13, 2015 were effected through multiple transactions each at $30.50 per Share.
 
The aggregate of 11,100 Shares sold on February 17, 2015 were effected through multiple transactions at different prices per Share ranging from $31.00 to $31.95.  The indicated $31.70 price per Share represents the approximate weighted average price per Share for the aggregate of the 11,100 Shares sold.
 
The aggregate of 6,400 Shares sold on February 18, 2015 were effected through multiple transactions each at $31.75 per Share.
 
The aggregate of 3,900 Shares sold on February 20, 2015 were effected through multiple transactions at different prices per Share ranging from $31.50 to $31.89.  The indicated $31.80 price per Share represents the approximate weighted average price per Share for the aggregate of the 3,900 Shares sold.
 
The aggregate of 400 Shares sold on February 23, 2015 were effected through multiple transactions each at $31.50 per Share.
 
The aggregate of 700 Shares sold on February 24, 2015 were effected through multiple transactions each at $31.50 per Share.
 
The aggregate of 600 Shares sold on February 25, 2015 were effected through multiple transactions each at $31.50 per Share.
 
The aggregate of 1,944 Shares sold on February 26, 2015 were effected through multiple transactions each at $31.50 per Share.
 
The aggregate of 3,072 Shares sold on February 27, 2015 were effected through multiple transactions at different prices per Share ranging from $30.75 to $31.00.  The indicated $30.95 price per Share represents the approximate weighted average price per Share for the aggregate of the 3,072 Shares sold.
 
The aggregate of 1,300 Shares sold on March 2, 2015 were effected through multiple transactions each at $30.75 per Share
 
The aggregate of 5,300 Shares sold on March 4, 2015 were effected through multiple transactions at different prices per Share ranging from $29.00 to $29.50.  The indicated $29.23 price per Share represents the approximate weighted average price per Share for the aggregate of the 5,300 Shares sold.
 
Knight Transportation undertakes to provide full information regarding each transaction described above to the staff of the United States Securities and Exchange Commission upon its request.
 
CUSIP No. 902925106
13D
Page 7 of 7 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
March 5, 2015
 
 
KNIGHT TRANSPORTATION, INC.
 
 
 
/s/ Kevin P. Knight
 
Name: Kevin P. Knight
 
Title: Chief Executive Officer
 
 
 
KNIGHT CAPITAL GROWTH LLC
 
 
/s/ Kevin P. Knight
 
Name: Kevin P. Knight
 
Title: Chief Executive Officer