0001008886-23-000170.txt : 20230705 0001008886-23-000170.hdr.sgml : 20230705 20230705183422 ACCESSION NUMBER: 0001008886-23-000170 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fuller William Eric CENTRAL INDEX KEY: 0001378975 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 231071396 MAIL ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller CENTRAL INDEX KEY: 0001743586 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 231071395 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 ISSUER: 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 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 4 1 form4.xml X0407 4 2023-06-30 true 0000923571 US XPRESS ENTERPRISES INC USX 0001378975 Fuller William Eric 4080 JENKINS RD. CHATTANOOGA TN 37421 true true true true President & CEO Co-Trustee & Managing GP 0001743586 Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller 4080 JENKINS ROAD CHATTANOOGA TN 37421 true false Class B Common Stock 2023-06-30 4 J 0 53331 D 795197 D Class B Common Stock 2023-07-01 4 D 0 795197 6.15 D 0 D Class A Common Stock 2023-06-30 4 J 0 113836 D 622464 D Class A Common Stock 2023-07-01 4 D 0 460010 0 D 162454 D Class A Common Stock 2023-07-01 4 D 0 162454 6.15 D 0 D Class B Common Stock 2023-06-30 4 J 0 916993 D 1076276 I Co-Trustee Class B Common Stock 2023-07-01 4 D 0 1076276 6.15 D 0 I Co-Trustee Class B Common Stock 2023-06-30 4 J 0 559677 D 1049936 I Managing General Partner Class B Common Stock 2023-07-01 4 D 0 1049936 6.15 D 0 I Managing General Partner 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. Shares held by Mr. Eric Fuller. 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"). 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. 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. 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. 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. 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. 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. 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 2023-07-05 /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 2023-07-05