4//SEC Filing
Fuller William Eric 4
Accession 0001008886-23-000170
CIK 0000923571other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 6:34 PM ET
Size
21.5 KB
Accession
0001008886-23-000170
Insider Transaction Report
Form 4
Fuller William Eric
DirectorPresident & CEO10% OwnerOther
Transactions
- Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−1,076,276$6,619,097→ 0 total(indirect: By Trust) - Other
Class B Common Stock
2023-06-30−53,331→ 795,197 total - Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−795,197$4,890,462→ 0 total - Other
Class A Common Stock
2023-06-30−113,836→ 622,464 total - Disposition to Issuer
Class A Common Stock
2023-07-01−460,010→ 162,454 total - Other
Class B Common Stock
2023-06-30−916,993→ 1,076,276 total(indirect: By Trust) - Disposition to Issuer
Class A Common Stock
2023-07-01$6.15/sh−162,454$999,092→ 0 total - Other
Class B Common Stock
2023-06-30−559,677→ 1,049,936 total(indirect: Managing General Partner) - Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−1,049,936$6,457,106→ 0 total(indirect: Managing General Partner)
Transactions
- Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−795,197$4,890,462→ 0 total - Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−1,076,276$6,619,097→ 0 total(indirect: By Trust) - Other
Class B Common Stock
2023-06-30−53,331→ 795,197 total - Disposition to Issuer
Class A Common Stock
2023-07-01−460,010→ 162,454 total - Disposition to Issuer
Class A Common Stock
2023-07-01$6.15/sh−162,454$999,092→ 0 total - Other
Class B Common Stock
2023-06-30−559,677→ 1,049,936 total(indirect: Managing General Partner) - Other
Class A Common Stock
2023-06-30−113,836→ 622,464 total - Other
Class B Common Stock
2023-06-30−916,993→ 1,076,276 total(indirect: By Trust) - Disposition to Issuer
Class B Common Stock
2023-07-01$6.15/sh−1,049,936$6,457,106→ 0 total(indirect: Managing General Partner)
Footnotes (10)
- [F1]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. Eric Fuller contributed 53,331 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.
- [F10]Shares held by the Max Fuller Limited Partnership, in which Mr. Eric Fuller is the managing general partner. Mr. Eric Fuller disclaims beneficial ownership of these securities except to the extent of his 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 shares for purposes of Section 16 or for any other purposes.
- [F2]Shares held by Mr. Eric Fuller.
- [F3]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").
- [F4]In connection with the Merger, on June 30, 2023, Mr. Eric Fuller contributed 113,826 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings.
- [F5]In connection with the closing of the Merger, Mr. Eric Fuller resigned from all positions with the issuer and the 460,010 shares of Class A restricted stock then-held by Mr. Eric Fuller were forfeited for no consideration or payment.
- [F6]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.
- [F7]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.
- [F8]Shares held by the Trust of which Mr. Eric Fuller is a co-trustee, along with his mother, Ms. Janice Fuller. Mr. Eric Fuller and Ms. Janice Fuller have shared dispositive power with respect to shares held in the Trust, and Mr. Eric Fuller has sole voting power.
- [F9]In connection with the Merger, on June 30, 2023, the Max Fuller Limited Partnership contributed 559,677 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.
Documents
Issuer
US XPRESS ENTERPRISES INC
CIK 0000923571
Entity typeother
Related Parties
1- filerCIK 0001378975
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 6:34 PM ET
- Size
- 21.5 KB