0001415889-22-009643.txt : 20220915 0001415889-22-009643.hdr.sgml : 20220915 20220915102804 ACCESSION NUMBER: 0001415889-22-009643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20220915 DATE AS OF CHANGE: 20220915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Guin Timothy W CENTRAL INDEX KEY: 0001674640 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35740 FILM NUMBER: 221244889 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 ISSUER: 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 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 4 1 form4-09152022_070956.xml X0306 4 2022-09-15 1 0000883945 USA TRUCK INC USAK 0001674640 Guin Timothy W 3200 INDUSTRIAL PARK ROAD VAN BUREN AR 72956 false true false false EVP, CCO Common Stock 2022-09-15 4 D 0 117249 31.72 D 0 D Common Stock 2022-09-15 4 A 0 8703 0 A 8703 D Common Stock 2022-09-15 4 D 0 8703 31.72 D 0 D Employee Stock Option (right to buy common stock) 17.75 2022-09-15 4 D 0 17505 13.97 D 2029-02-26 Common Stock 17505 0 D On September 15, 2022, pursuant to an Agreement and Plan of Merger, dated as of June 23, 2022 (the "Merger Agreement"), among USA Truck, Inc. (the "Company"), Schenker, Inc. ("Parent"), and Tango Merger, Inc. ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company common stock (other than certain excluded shares) was converted into the right to receive $31.72 in cash (the "Merger Consideration") and each share of restricted stock of the Company became fully vested and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration. Includes 66,545 shares of restricted stock that became fully vested in connection with the Merger. The reporting person was previously granted performance stock units ("PSUs") which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding PSUs were deemed immediately vested and were cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration. This option to purchase shares of Company common stock ("Company stock option"), which provided for vesting in four equal annual installments beginning February 26, 2020, became vested at the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option. /s/ Zachary B. King, Attorney-in-Fact 2022-09-15