Eric A. Peterson - Jul 1, 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC (USX)

Role: Chief Financial Off. & Treas.
Signature: /s/ Eric A. Peterson, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Stock symbol: USX
Transactions as of: Jul 1, 2023
Transactions value $: -$2,982,873
Form type: 4
Date filed: 7/5/2023, 06:36 PM
Previous filing: Mar 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USX	Class A Common Stock	Disposed to Issuer	-$2.98M	-485K	-77.17%	$6.15	143K	Jul 1, 2023	Direct	F1
transaction	USX	Class A Common Stock	Disposed to Issuer		-143K	-100%		0	Jul 1, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	USX	Restricted Stock Units	Disposed to Issuer		-33.4K	-100%		0	Jul 1, 2023	Class A Common Stock	33.4K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eric A. Peterson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.