4//SEC Filing
Peterson Eric A. 4
Accession 0001008886-23-000171
CIK 0000923571other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 6:36 PM ET
Size
9.5 KB
Accession
0001008886-23-000171
Insider Transaction Report
Form 4
Peterson Eric A.
Chief Financial Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2023-07-01$6.15/sh−485,020$2,982,873→ 143,479 total - Disposition to Issuer
Class A Common Stock
2023-07-01−143,479→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-07-01−33,359→ 0 total→ Class A Common Stock (33,359 underlying)
Footnotes (4)
- [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. 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").
- [F2]Represents of 143,479 shares of Class A restricted stock that became fully vested in connection with the Merger, were assumed by Parent, and converted into an award of shares denominated in shares of Parent common stock equal to 143,479 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 (the "Exchange Ratio"), rounded down to the nearest whole share.
- [F3]Each restricted stock unit ("RSU") represented a right to receive Class A common stock on a one-for-one basis.
- [F4]The RSUs were scheduled to vest March 14, 2024, subject to certain vesting and forfeiture provisions. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSUs became fully vested, were cancelled, and converted into the right to receive the Merger Consideration.
Documents
Issuer
US XPRESS ENTERPRISES INC
CIK 0000923571
Entity typeother
Related Parties
1- filerCIK 0001743600
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 6:36 PM ET
- Size
- 9.5 KB