0001008886-23-000175.txt : 20230705 0001008886-23-000175.hdr.sgml : 20230705 20230705184142 ACCESSION NUMBER: 0001008886-23-000175 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: Grear Jason CENTRAL INDEX KEY: 0001743568 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 231071434 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 0001743568 Grear Jason 4080 JENKINS ROAD CHATTANOOGA TN 37421 true EVP - Accounting & Finance false Class A Common Stock 2023-07-01 4 D 0 36707 6.15 D 47144 D Class A Common Stock 2023-07-01 4 D 0 47144 D 0 D Class A Common Stock 2023-07-01 4 D 0 18033.857 6.15 D 0 I IRA 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 47,144 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, rounded down to the nearest whole share, vesting on the same terms. /s/ Jason Grear, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2023-07-05