4//SEC Filing
Harness Justin C 4
Accession 0001008886-23-000173
CIK 0000923571other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 6:38 PM ET
Size
9.6 KB
Accession
0001008886-23-000173
Insider Transaction Report
Form 4
Harness Justin C
Chief Revenue Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2023-07-01$6.15/sh−68,680$422,382→ 115,405 total - Disposition to Issuer
Class A Common Stock
2023-07-01−115,405→ 0 total - Disposition to Issuer
Performance Restricted Stock Units
2023-07-01−8,750→ 0 total→ Class A Common Stock (8,750 underlying)
Footnotes (3)
- [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]Pursuant to the Merger Agreement, shares of unvested Class A restricted stock were assumed by Parent and converted into an award of restricted shares denominated in shares of Parent common stock equal to 115,405 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, vesting on the same terms.
- [F3]Pursuant to the Merger Agreement, as the effective time of the Merger, shares of unvested Class A performance restricted stock units ("PRSUs") were assumed by Parent and converted into an award of restricted stock units denominated in shares of Parent common stock equal to 100% of the target level of achievement with respect to the 8,750 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms.
Documents
Issuer
US XPRESS ENTERPRISES INC
CIK 0000923571
Entity typeother
Related Parties
1- filerCIK 0001795486
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 6:38 PM ET
- Size
- 9.6 KB