0001008886-23-000181.txt : 20230705
0001008886-23-000181.hdr.sgml : 20230705
20230705184921
ACCESSION NUMBER: 0001008886-23-000181
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230615
FILED AS OF DATE: 20230705
DATE AS OF CHANGE: 20230705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rickel John C
CENTRAL INDEX KEY: 0001347385
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38528
FILM NUMBER: 231071466
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
2023-06-15
true
0000923571
US XPRESS ENTERPRISES INC
USX
0001347385
Rickel John C
4080 JENKINS ROAD
CHATTANOOGA
TN
37421
true
false
Class A Common Stock
2023-06-15
4
M
0
16667
0
A
132634
D
Class A Common Stock
2023-07-01
4
D
0
132634
6.15
D
0
D
Restricted Stock Units
2023-06-15
4
M
0
16667
0
D
Class A Common Stock
16667
0
D
Restricted Stock Units
2023-07-01
4
D
0
5263
D
Class A Common Stock
5263
0
D
Each restricted stock unit ("RSU") represented a right to receive Class A common stock on a one-for-one basis.
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").
The RSUs were granted on May 25, 2022 and vested June 15, 2023.
The RSUs were granted on December 15, 2022 and scheduled to vest December 15, 2023, subject to certain vesting and forfeiture provisions. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSUs were cancelled and converted into the right to receive the Merger Consideration.
/s/ John Rickel, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
2023-07-05