Amanda R. Thompson - Jul 1, 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC (USX)

Role
EVP - People and Safety
Signature
/s/ Amanda R. Thompson, 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 $
-$301,295
Form type
4
Date filed
7/5/2023, 06:40 PM
Previous filing
Feb 23, 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 -$301K -49K -36.46% $6.15 85.4K Jul 1, 2023 Direct F1
transaction USX Class A Common Stock Disposed to Issuer -85.4K -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 -5K -100% $0.00 0 Jul 1, 2023 Class A Common Stock 5K Direct F3

Amanda R. Thompson 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 85,366 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 5,000 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms.