0001008886-23-000174.txt : 20230705 0001008886-23-000174.hdr.sgml : 20230705 20230705184020 ACCESSION NUMBER: 0001008886-23-000174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thompson Amanda R CENTRAL INDEX KEY: 0001795489 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 231071425 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 2023-07-01 true 0000923571 US XPRESS ENTERPRISES INC USX 0001795489 Thompson Amanda R 4080 JENKINS ROAD CHATTANOOGA TN 37421 true EVP - People and Safety false Class A Common Stock 2023-07-01 4 D 0 48991 6.15 D 85366 D Class A Common Stock 2023-07-01 4 D 0 85366 D 0 D Performance Restricted Stock Units 2023-07-01 4 D 0 5000 0 D Class A Common Stock 5000 0 D 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. 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 right to receive $6.15 in cash (the "Merger Consideration"). Pursuant to the Merger Agreement, shares of unvested Class A restricted stock were assumed by Parent and converted into an award of restricted shares denominated in shares of Parent common stock equal to 85,366 multiplied by a fraction, the numerator of which is the Merger Consideration, and the denominator of which is the volume weighted average price per share of Parent common stock on the New York Stock Exchange for the ten consecutive trading days ending with June 29, 2023 (the "Exchange Ratio"), rounded down to the nearest whole share, vesting on the same terms. Pursuant to the Merger Agreement, as the effective time of the Merger, shares of unvested Class A performance restricted stock units ("PRSUs") were assumed by Parent and converted into an award of restricted stock units denominated in shares of Parent common stock equal to 100% of the target level of achievement with respect to the 5,000 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms. /s/ Amanda R. Thompson, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2023-07-05