Jason Grear - 01 Jul 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
05 Jul 2023, 18:41:42 UTC
Prior SEC filing
23 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jason Grear, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC

Key filing fact

Jason Grear filed Form 4 for US XPRESS ENTERPRISES INC on 05 Jul 2023.

Key facts

  • This page summarizes Jason Grear's Form 4 filing for US XPRESS ENTERPRISES INC.
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 05 Jul 2023, 18:41.

Change

  • Previous filing in this sequence was filed on 23 Feb 2023.
  • Current net transaction value: -$336,656.

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.

USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$225,748
Shares
-36,707
Change %
-44%
Price
$6.15
Shares after
47,144
Date
01 Jul 2023
Ownership
Direct
Footnotes
F1
USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-47,144
Change %
-100%
Price
Shares after
0
Date
01 Jul 2023
Ownership
Direct
Footnotes
F2
USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$110,908
Shares
-18,034
Change %
-100%
Price
$6.15
Shares after
0
Date
01 Jul 2023
Ownership
IRA
Footnotes
F1
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 2 footnotes

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. 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").

Footnote F2

Pursuant to the Merger Agreement, shares of unvested Class A restricted stock were assumed by Parent and converted into an award of restricted shares denominated in shares of Parent common stock equal to 47,144 multiplied by a fraction, the numerator of which is the Merger Consideration, and the denominator of which is the volume weighted average price per share of Parent common stock on the New York Stock Exchange for the ten consecutive trading days ending with June 29, 2023, rounded down to the nearest whole share, vesting on the same terms.

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