X0202 4 2007-10-12 1 0000923571 US XPRESS ENTERPRISES INC XPRSA 0000931421 FULLER MAX L 4080 JENKINS ROAD CHATTANOOGA TN 37421 1 1 1 0 CEO Class A Common Stock 2007-10-12 4 J 0 1258834 D 0 D Class A Common Stock 2007-10-12 4 J 0 1258834 A 1258834 I by NMLAC Class A Common Stock 2007-10-12 4 J 0 344916 D 0 I by Partnership Class A Common Stock 2007-10-12 4 J 0 344916 A 1603750 I by NMLAC Class B Common Stock 2007-10-12 4 J 0 1520131 D 0 D Class A Common Stock 2007-10-12 4 J 0 1520131 A 3123881 I by NMLAC Class A Common Stock 2007-10-12 4 J 0 3260986 A 6384867 I by NMLAC Class A Common Stock 2007-10-12 4 P 0 8130055 20.1 A 14514922 I by NMLAC Class A Common Stock 2007-10-12 4 J 0 11031 20.1 D 0 I by 401(k) Plan Class A Common Stock 2007-10-12 4 A 0 0 20.10 A 5000 I by NMLH Stock Options (Right-to-Buy) 13.90 2007-10-12 4 D 0 50000 D 2014-02-05 Class A Common Stock 50000 0 D Stock Options (Right-to-buy) 11.50 2007-10-12 4 D 0 30000 D 2012-05-15 Class A Common Stock 30000 0 D In furtherance of the transactions contemplated by the tender offer described in note 5 below (the "Offer") and the merger of New Mountain Lake Acquisition Company ("NMLAC") with and into the Issuer (the "Merger"), the reporting person contributed 1,258,834 shares of the Issuer?s Class A Common Stock to NMLAC. In exchange, the reporting person received membership units of New Mountain Lake Holdings, LLC ("NMLH"), the parent of NMLAC. In furtherance of the transactions contemplated by the Offer and the Merger, the Max Fuller Family Limited Partnership, of which Mr. Fuller?s spouse is the General Partner, contributed 344,916 shares of the Issuer?s Class A Common Stock to NMLAC. In exchange, the Max Fuller Family Limited Partnership received membership units of NMLH. In furtherance of the transactions contemplated by the Offer and the Merger, the reporting person contributed 1,520,131 shares of the Issuer?s Class B Common Stock to NMLAC, which was converted to Class A Common Stock upon such contribution. In exchange, the reporting person received membership units of NMLH. In furtherance of the transactions contemplated by the Offer and the Merger, Patrick E. Quinn and Quinn Family Partners contributed an aggregate of 1,740,855 shares of the Issuer's Class A Common Stock and 1,520,131 shares of the Issuer's Class B Common Stock to NMLAC. The shares of Class B Common Stock were converted to Class A Common Stock upon such contribution. On October 12, 2007, NMLAC accepted for payment all shares of the Issuer's Class A Common Stock validly tendered and not withdrawn pursuant to NMLAC's Offer to Purchase dated September 12, 2007. As of the expiration of such tender offer, a total of approximately 8,130,055 shares of the Issuer's Class A Common Stock had been validly tendered and not withdrawn (including shares tendered by notices of guaranteed delivery). In furtherance of the transactions contemplated by the Offer and the Merger, the reporting person tendered 11,031 shares of Class A Common Stock, the number of shares beneficially owned by the reporting person, in exchange for $20.10 per share pursuant to the terms of the Offer to Purchase, dated September 12, 2007. The number of shares beneficially owned is equal to the reporting person?s October 9, 2007 account balance, the last balance available under the Issuer?s XPRE$$AVINGS 401(K) Plan, in the employer?s stock fund, divided by the closing price on October 9, 2007. The fund is unitized and as such does not itself allocate a specific number of shares to each participant. In the Merger, NMLH effectively acquired all untendered shares of the Issuer?s Class A Common Stock (other than shares owned by the Issuer, NMLAC, NMLH, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) in exchange for $20.10 per share (the "Merger Consideration"). At the effective time of the Merger, there were approximately 1,037,044 such shares of the Issuer?s Class A Common Stock outstanding. Under the terms of the Plan of Merger and the Merger, the number of shares of the Issuer?s common stock outstanding after the Merger is significantly less than the number of shares that were publicly traded and is not related to the number of shares of the Issuer?s common stock outstanding prior to the Merger. The options to buy 50,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in three annual installments beginning February 5, 2005, were cancelled in connection with the Merger and no Merger Consideration was received. The options to buy 30,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in five equal annual installments of 6,000 shares beginning May 15, 2003, were cancelled in connection with the Merger and no Merger Consideration was received. /s/ Max L. Fuller 2007-10-16