John Rickel - Jun 15, 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC (USX)

Role: Director
Signature: /s/ John Rickel, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Stock symbol: USX
Transactions as of: Jun 15, 2023
Transactions value $: -$815,699
Form type: 4
Date filed: 7/5/2023, 06:49 PM
Previous filing: May 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USX	Class A Common Stock	Options Exercise	$0	+16.7K	+14.37%	$0.00	133K	Jun 15, 2023	Direct	F1
transaction	USX	Class A Common Stock	Disposed to Issuer	-$816K	-133K	-100%	$6.15	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	Options Exercise	$0	-16.7K	-100%	$0.00^*	0	Jun 15, 2023	Class A Common Stock	16.7K		Direct	F1, F3
transaction	USX	Restricted Stock Units	Disposed to Issuer		-5.26K	-100%		0	Jul 1, 2023	Class A Common Stock	5.26K		Direct	F1, F4

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

John Rickel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.