Rickel John C 4
4 · US XPRESS ENTERPRISES INC · Filed Jul 5, 2023
Insider Transaction Report
Form 4Exit
Rickel John C
Director
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2023-06-15+16,667→ 132,634 total - Disposition to Issuer
Class A Common Stock
[F2]2023-07-01$6.15/sh−132,634$815,699→ 0 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2023-06-15−16,667→ 0 total→ Class A Common Stock (16,667 underlying) - Disposition to Issuer
Restricted Stock Units
[F1][F4]2023-07-01−5,263→ 0 total→ Class A Common Stock (5,263 underlying)
Footnotes (4)
- [F1]Each restricted stock unit ("RSU") represented a right to receive Class A common stock on a one-for-one basis.
- [F2]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").
- [F3]The RSUs were granted on May 25, 2022 and vested June 15, 2023.
- [F4]The RSUs were granted on December 15, 2022 and scheduled to vest December 15, 2023, subject to certain vesting and forfeiture provisions. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSUs were cancelled and converted into the right to receive the Merger Consideration.
Signature
/s/ John Rickel, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC|2023-07-05