Nathan H. Harwell - Jul 1, 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC (USX)

Role: EVP, Chief Legal Off., Sec.
Signature: /s/ Nathan H. Harwell, 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 $: -$106,340
Form type: 4
Date filed: 7/5/2023, 06:37 PM
Previous filing: Mar 16, 2023
Next filing: Sep 7, 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	-$106K	-17.3K	-15.81%	$6.15	92.1K	Jul 1, 2023	Direct	F1
transaction	USX	Class A Common Stock	Disposed to Issuer		-92.1K	-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	Performance Restricted Stock Units	Disposed to Issuer	$0	-3.75K	-100%	$0.00^*	0	Jul 1, 2023	Class A Common Stock	3.75K		Direct	F3

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

Nathan H. Harwell 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	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 92,098 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 3,750 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms.