James D. Reed - Sep 15, 2022 Form 4 Insider Report for USA TRUCK INC (USAK)

Role: PRESIDENT, CEO, Director
Signature: /s/ Zachary B. King, Attorney-in-Fact
Stock symbol: USAK
Transactions as of: Sep 15, 2022
Transactions value $: -$11,036,295
Form type: 4
Date filed: 9/15/2022, 10:32 AM
Previous filing: Mar 29, 2022
Next filing: Jan 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USAK	Common Stock	Disposed to Issuer	-$9.69M	-306K	-100%	$31.72	0	Sep 15, 2022	Direct	F1, F2
transaction	USAK	Common Stock	Award	$0	+21.2K		$0.00	21.2K	Sep 15, 2022	Direct	F3
transaction	USAK	Common Stock	Disposed to Issuer	-$672K	-21.2K	-100%	$31.72	0	Sep 15, 2022	Direct	F3

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	USAK	Employee Stock Option (right to buy common stock)	Disposed to Issuer	-$673K	-48.2K	-100%	$13.97	0	Sep 15, 2022	Common Stock	48.2K	$17.75	Direct	F4

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

James D. Reed is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On September 15, 2022, pursuant to an Agreement and Plan of Merger, dated as of June 23, 2022 (the "Merger Agreement"), among USA Truck, Inc. (the "Company"), Schenker, Inc. ("Parent"), and Tango Merger, Inc. ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company common stock (other than certain excluded shares) was converted into the right to receive $31.72 in cash (the "Merger Consideration") and each share of restricted stock of the Company became fully vested and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration.
F2	Includes 129,020 shares of restricted stock that became fully vested in connection with the Merger.
F3	The reporting person was previously granted performance stock units ("PSUs") which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding PSUs were deemed immediately vested and were cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration.
F4	This option to purchase shares of Company common stock ("Company stock option"), which provided for vesting in four equal annual installments beginning February 26, 2020, became vested at the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option.