Eric A. Peterson - 01 Jul 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC

Reporting relationship: Chief Financial Off. & Treas.
Issuer ticker: N/A
Reported as of: 01 Jul 2023
Net transaction value: -$2,982,873
SEC form: 4
Accepted by SEC: 05 Jul 2023, 18:36:24 UTC
Prior SEC filing: 16 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Eric A. Peterson, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC

Key filing fact

Eric A. Peterson filed Form 4 for US XPRESS ENTERPRISES INC on 05 Jul 2023.

Key facts

This page summarizes Eric A. Peterson's Form 4 filing for US XPRESS ENTERPRISES INC.
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 05 Jul 2023, 18:36.

Change

Previous filing in this sequence was filed on 16 Mar 2023.
Current net transaction value: -$2,982,873.

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: $2,982,873
Shares: -485,020
Change %: -77%
Price: $6.15
Shares after: 143,479
Date: 01 Jul 2023
Ownership: Direct
Footnotes: F1

USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -143,479
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2023
Ownership: Direct
Footnotes: F2

Reported derivative securities

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

USX transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -33,359
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 33,359
Exercise price
Footnotes: F3, F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Eric A. Peterson 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 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

Represents of 143,479 shares of Class A restricted stock that became fully vested in connection with the Merger, were assumed by Parent, and converted into an award of shares denominated in shares of Parent common stock equal to 143,479 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 (the "Exchange Ratio"), rounded down to the nearest whole share.

Footnote F3

Each restricted stock unit ("RSU") represented a right to receive Class A common stock on a one-for-one basis.

Footnote F4

The RSUs were scheduled to vest March 14, 2024, subject to certain vesting and forfeiture provisions. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSUs became fully vested, were cancelled, and converted into the right to receive the Merger Consideration.