4//SEC Filing
QUINN PATRICK E 4
Accession 0001140361-07-019824
CIK 0000923571other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 5:49 PM ET
Size
29.2 KB
Accession
0001140361-07-019824
Insider Transaction Report
Form 4
QUINN PATRICK E
DirectorCo-Chairman, President & Treas10% Owner
Transactions
- Disposition to Issuer
Stock Options (Right-to-Buy)
2007-10-12−50,000→ 0 totalExercise: $13.90Exp: 2014-02-05→ Class A Common Stock (50,000 underlying) - Other
Class A Common Stock
2007-10-12$20.10/sh−2,992$60,139→ 0 total(indirect: By 401(k)) - Other
Class A Common Stock
2007-10-12−1,440,855→ 0 total - Other
Class A Common Stock
2007-10-12+3,123,881→ 6,384,867 total(indirect: by NMLAC) - Other
Class A Common Stock
2007-10-12+1,520,131→ 3,260,986 total(indirect: by NMLAC) - Other
Class B Common Stock
2007-10-12−1,520,131→ 0 total - Award
Class A Common Stock
2007-10-12$20.10/sh+0$0→ 5,000 total(indirect: by NMLH) - Disposition to Issuer
Stock Options (Right-to-Buy)
2007-10-12−30,000→ 0 totalExercise: $11.50Exp: 2012-05-15→ Class A Common Stock (30,000 underlying) - Purchase
Class A Common Stock
2007-10-12$20.10/sh+8,130,055$163,414,106→ 14,514,922 total(indirect: by NMLAC) - Other
Class A Common Stock
2007-10-12−300,000→ 0 total(indirect: By Partnership)
Footnotes (10)
- [F1]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 1,440,855 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.
- [F10]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.
- [F2]In furtherance of the transactions contemplated by the Offer and the Merger, Quinn Family Partners, of which Mr. Quinn?s spouse is the General Partner, contributed 300,000 shares of the Issuer?s Class A Common Stock to NMLAC. In exchange, Quinn Family Partners received membership units of NMLH.
- [F3]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 were converted to Class A Common Stock upon such contribution. In exchange, the reporting person received membership units of NMLH.
- [F4]In furtherance of the transactions contemplated by the Offer and the Merger, Max L. Fuller and the Max Fuller Family Limited Partnership contributed an aggregate of 1,603,750 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.
- [F5]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).
- [F6]The number of shares 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. These 2,992 shares of the Issuer's Class A Common Stock were disposed of pursuant to the Merger in exchange for a cash payment of $20.10 per share (the "Merger Consideration").
- [F7]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 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.
- [F8]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.
- [F9]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.
Documents
Issuer
US XPRESS ENTERPRISES INC
CIK 0000923571
Entity typeother
Related Parties
1- filerCIK 0001124283
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 5:49 PM ET
- Size
- 29.2 KB