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

Reporting relationship: PRESIDENT, CEO, Director
Issuer ticker: N/A
Reported as of: 15 Sep 2022
Net transaction value: -$11,036,295
SEC form: 4
Accepted by SEC: 15 Sep 2022, 10:32:21 UTC
Prior SEC filing: 29 Mar 2022
Next SEC filing: 03 Jan 2023
Source filing: View source filing
Reporting owner signature: /s/ Zachary B. King, Attorney-in-Fact

Key filing fact

James D. Reed filed Form 4 for USA TRUCK INC on 15 Sep 2022.

Key facts

This page summarizes James D. Reed's Form 4 filing for USA TRUCK INC.
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 15 Sep 2022, 10:32.

Change

Previous filing in this sequence was filed on 29 Mar 2022.
Current net transaction value: -$11,036,295.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

USAK transaction

Common Stock

Disposed to Issuer

Transaction value: $9,691,761
Shares: -305,541
Change %: -100%
Price: $31.72
Shares after: 0
Date: 15 Sep 2022
Ownership: Direct
Footnotes: F1, F2

USAK transaction

Common Stock

Award

Transaction value: $0
Shares: +21,171
Change %
Price: $0.000000
Shares after: 21,171
Date: 15 Sep 2022
Ownership: Direct
Footnotes: F3

USAK transaction

Common Stock

Disposed to Issuer

Transaction value: $671,544
Shares: -21,171
Change %: -100%
Price: $31.72
Shares after: 0
Date: 15 Sep 2022
Ownership: Direct
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

USAK transaction Derivative

Employee Stock Option (right to buy common stock)

Disposed to Issuer

Transaction value: $672,991
Shares: -48,174
Change %: -100%
Price: $13.97
Shares after: 0
Date: 15 Sep 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 48,174
Exercise price: $17.75
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James D. Reed is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

Includes 129,020 shares of restricted stock that became fully vested in connection with the Merger.

Footnote 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.

Footnote 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.