William Eric Fuller - 30 Jun 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC

Footnote 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. In connection with the Merger, on June 30, 2023, Mr. Eric Fuller contributed 53,331 shares of Class B common stock to Liberty Holdings Topco LLC, a subsidiary of Parent ("Holdings"), in exchange for an equal number of units in Holdings.

Footnote F2

Shares held by Mr. Eric Fuller.

Footnote F3

Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class B common stock were cancelled and converted into the right to receive $6.15 in cash (the "Merger Consideration").

Footnote F4

In connection with the Merger, on June 30, 2023, Mr. Eric Fuller contributed 113,826 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings.

Footnote F5

In connection with the closing of the Merger, Mr. Eric Fuller resigned from all positions with the issuer and the 460,010 shares of Class A restricted stock then-held by Mr. Eric Fuller were forfeited for no consideration or payment.

Footnote F6

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 Merger Consideration.

Footnote F7

In connection with the Merger, on June 30, 2023, the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (the "Trust") contributed 916,993 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.

Footnote F8

Shares held by the Trust of which Mr. Eric Fuller is a co-trustee, along with his mother, Ms. Janice Fuller. Mr. Eric Fuller and Ms. Janice Fuller have shared dispositive power with respect to shares held in the Trust, and Mr. Eric Fuller has sole voting power.

Footnote F9

In connection with the Merger, on June 30, 2023, the Max Fuller Limited Partnership contributed 559,677 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.

Footnote F10

Shares held by the Max Fuller Limited Partnership, in which Mr. Eric Fuller is the managing general partner. Mr. Eric Fuller disclaims beneficial ownership of these securities except to the extent of his 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 shares for purposes of Section 16 or for any other purposes.