0001008886-19-000022.txt : 20190214 0001008886-19-000022.hdr.sgml : 20190214 20190214153714 ACCESSION NUMBER: 0001008886-19-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: MAX L. FULLER 2008 IRREVOCABLE TRUST FBO STEPHEN C. FULLER GROUP MEMBERS: STEPHEN CRAIG FULLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US XPRESS ENTERPRISES INC CENTRAL INDEX KEY: 0000923571 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 621378182 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44771 FILM NUMBER: 19605485 BUSINESS ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4235103000 MAIL ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fuller Stephen Craig CENTRAL INDEX KEY: 0001317396 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: U.S. XPRESS ENTERPRISES, INC. STREET 2: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 SC 13G 1 schedule13g.htm SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

U.S. XPRESS ENTERPRISES, INC.
__________________________________________________________________________________
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
__________________________________________________________________________________
(Title of Class of Securities)

90338N202
__________________________________________________________________________________
(CUSIP Number)

December 31, 2018
__________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[ X ] Rule 13d-1(d)

* 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.:  90338N202

1.
Names of Reporting Persons
 
Stephen Craig Fuller
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [   ]
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
 
5.
Sole Voting Power
1,835,035(1)
 
6.
Shared Voting Power
0
 
7.
Sole Dispositive Power
1,835,035(1)
 
8.
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,835,035(1)
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[    ]
11.
Percent of Class Represented by Amount in Row (9)
5.6%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

 
(1)
Shares of Class A common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, over which Stephen Craig Fuller serves as the sole trustee and has sole voting and dispositive power, as of December 31, 2018.
     
 
(2)
The percentage is based upon 32,811,070 shares of Class A common stock outstanding as of October 31, 2018 (according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2018).

CUSIP NO.:  90338N202

1.
Names of Reporting Persons
 
Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ]
(b) [   ]
3.
SEC USE ONLY
 
4.
Citizenship or Place of Organization
 
Tennessee
Number of
Shares Beneficially
Owned by Each
Reporting
Person with
 
5.
Sole Voting Power
1,835,035(1)
 
6.
Shared Voting Power
0
 
7.
Sole Dispositive Power
1,835,035(1)
 
8.
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,835,035(1)
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[    ]
11.
Percent of Class Represented by Amount in Row (9)
5.6%(2)
 
12.
Type of Reporting Person (See Instructions)
OO
 

 
(1)
Shares of Class A common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, over which Stephen Craig Fuller serves as the sole trustee and has sole voting and dispositive power, as of December 31, 2018.
     
 
(2)
The percentage is based upon 32,811,070 shares of Class A common stock outstanding as of October 31, 2018 (according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2018).

 
Item 1(a).
Name of Issuer

U.S. Xpress Enterprises Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices

4080 Jenkins Road, Chattanooga, Tennessee 37421

Item 2(a).
Name of Person Filing

This Statement is being filed jointly on behalf of Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller (the “Reporting Persons”).  The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

Item 2(b).
Address of Principal Business Office

The address of the principal business office of each Reporting Person is 4080 Jenkins Road, Chattanooga, Tennessee 37421.

Item 2(c).
Citizenship

Stephen Craig Fuller is a citizen of the United States of America. Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller is a trust established under the laws of the State of Tennessee.

Item 2(d).
Title of Class of Securities

Class A common stock, par value $0.01 per share

Item 2(e).
CUSIP No.

90338N202

Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
[    ]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
     
 
(b)
[    ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
 
(c)
[    ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
     
 
(d)
[    ]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
 
(e)
[    ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
 
(f)
[    ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
 
(g)
[    ]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
 
(h)
[    ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
 
(i)
[    ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
 
(j)
[    ]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
 
(k)
[    ]
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________.

 
 
Item 4.
Ownership

(a)
Each of Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller may deemed to beneficially own 1,835,035 shares of Class A common stock, as of December 31, 2018.

(b)
The number of shares that Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller may be deemed to beneficially own constitutes approximately 5.6% of the Class A common stock outstanding.

(c)
Number of shares as to which such person has:

(i)
sole power to vote or to direct the vote: 1,835,035

(ii)
shared power to vote or to direct the vote: 0

(iii)
sole power to dispose or to direct the disposition of: 1,835,035

(iv)
shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.
Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification

Not applicable.

 

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.
 
 
STEPHEN CRAIG FULLER, individually
   
   
 
/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
   
   
   
 
MAX L. FULLER 2008 IRREVOCABLE TRUST FBO STEPHEN C. FULLER, by Stephen Craig Fuller, as trustee
   
   
 
/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

Dated: February 14, 2019



Exhibit Index
  
 
 
Joint Filing Agreement, dated February 14, 2019, by and between the Reporting Persons.
     
 
Power of Attorney of Stephen Craig Fuller, individually and in his capacity as trustee of any trust or officer of any entity.
     


EX-99.1 2 exhibit991.htm EXHIBIT 99.1 (JOINT FILING AGREEMENT, DATED FEBRUARY 14, 2019)
Exhibit 99.1
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of U.S. Xpress Enterprises, Inc. and that this Joint Filing Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 14th day of February 2019.

 
STEPHEN CRAIG FULLER, individually
   
   
 
/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
   
   
   
 
MAX L. FULLER 2008 IRREVOCABLE TRUST FBO STEPHEN C. FULLER, by Stephen Craig Fuller, as trustee
   
   
 
/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith


Back to Schedule 13G
 EX-99.2 3 exhibit992.htm EXHIBIT 99.2 (POWER OF ATTORNEY OF STEPHEN CRAIG FULLER)
Exhibit 99.2
 
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Lisa Pate, Leigh Anne Battersby, Jason Grear, Mark A. Scudder, Heidi Hornung-Scherr, Jessica Kortum, and Cody Kofoid, signing singly, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an individual stockholder of U.S. Xpress Enterprises, Inc. (the "Company") and as a trustee or co-trustee of any trust or officer of any entity holding shares of the Company, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agrees to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of February 2019.

 
 /s/ Stephen Craig Fuller
 
Stephen Craig Fuller, individually and as trustee, co-trustee, or officer