Max L. Fuller - Mar 14, 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC (USX)

Role
Executive Chairman, Director, Member & Co-Trustee, 10%+ Owner
Signature
/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Stock symbol
USX
Transactions as of
Mar 14, 2023
Transactions value $
$0
Form type
4
Date filed
3/16/2023, 06:09 PM
Previous filing
Feb 23, 2023
Next filing
Jul 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USX Class B Common Stock Options Exercise +66.7K +20% 400K Mar 14, 2023 Direct F1, F2
holding USX Class B Common Stock 8.26M Mar 14, 2023 Member F3
holding USX Class B Common Stock 1.99M Mar 14, 2023 Co-trustee F4
holding USX Class A Common Stock 221K Mar 14, 2023 Direct F2
holding USX Class A Common Stock 1.66M Mar 14, 2023 Member F5

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 -66.7K -49.99% $0.00 66.7K Mar 14, 2023 Class B Common Stock 66.7K Direct F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis.
F2 Shares held by Mr. Max Fuller.
F3 Represents (i) 2,753,926 shares of Class B common stock held by FSBSPE 1, LLC (ii) 2,753,925 shares of Class B common stock held by FSBSPE 2, LLC, and (iii) 2,753,925 shares of Class B common stock held by FSBSPE 3, LLC. FSBSPE 1, LLC FSBSPE 2, LLC, and FSBSPE 3, LLC are wholly owned subsidiaries of Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
F4 Shares held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, over which Ms. Janice Fuller and her son, Mr. Eric Fuller, are the co-trustees and have shared dispositive power and Mr. Eric Fuller has sole voting power. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
F5 Shares held by Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
F6 The remaining RSUs will vest on March 14, 2024, subject to continuous employment through the vesting date and certain other termination and forfeiture conditions.