X0407 4 2023-06-30 true 0000923571 US XPRESS ENTERPRISES INC USX 0000931421 FULLER MAX L 4080 JENKINS ROAD CHATTANOOGA TN 37421 true true true true Executive Chairman Member & Co-Trustee 0001743589 Fuller Family Enterprises, LLC 4080 JENKINS ROAD CHATTANOOGA TN 37421 true 0001743588 Fuller Janice 4080 JENKINS ROAD CHATTANOOGA TN 37421 true true Co-Trustee false Class B Common Stock 2023-06-30 4 J 0 266652 D 133326 D Class B Common Stock 2023-07-01 4 D 0 133326 6.15 D 0 D Class A Common Stock 2023-07-01 4 D 0 121692 0 D 99396 D Class A Common Stock 2023-07-01 4 D 0 99396 6.15 D 0 D Class B Common Stock 2023-06-30 4 J 0 2753925 D 5507851 I Member Class B Common Stock 2023-07-01 4 D 0 5507851 6.15 D 0 I Member Class A Common Stock 2023-06-30 4 J 0 602458 D 1056024 I Member Class A Common Stock 2023-07-01 4 D 0 1056024 6.15 D 0 I Member 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 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. Max Fuller contributed 266,652 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. Max 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 closing of the Merger, Mr. Max Fuller resigned from all positions with the issuer and the 121,692 shares of Class A restricted stock then-held by Mr. Max 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, FSBSPE 3, LLC contributed 2,753,925 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings. Prior to the transaction described in footnote (6), 2,753,926 shares of Class B common stock were held by FSBSPE 1, LLC, 2,753,925 shares of Class B common stock were held by FSBSPE 2, LLC, and 2,753,925 shares of Class B common stock were held by FSBSPE 3, LLC. FSBSPE 1, LLC FSBSPE 2, LLC, and FSBSPE 3, LLC are wholly owned subsidiaries of Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purpose. In connection with the Merger, on June 30, 2023, Fuller Family Enterprises, LLC contributed 602,458 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings. Shares held by Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purpose. 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, over which Ms. Janice Fuller and her son, Mr. Eric Fuller, are the co-trustees and have shared dispositive power and Mr. Eric Fuller has sole voting power. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective 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 securities for purposes of Section 16 or for any other purposes. /s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2023-07-05 /s/ Max L. Fuller, member Fuller Family Enterprises, LLC, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2023-07-05 /s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2023-07-05