Amanda R. Thompson - 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, 18:40:20 UTC
Prior SEC filing
23 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Amanda R. Thompson, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC

Key filing fact

Amanda R. Thompson filed Form 4 for US XPRESS ENTERPRISES INC on 05 Jul 2023.

Key facts

  • This page summarizes Amanda R. Thompson'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, 18:40.

Change

  • Previous filing in this sequence was filed on 23 Feb 2023.
  • Current net transaction value: -$301,295.

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.

USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$301,295
Shares
-48,991
Change %
-36%
Price
$6.15
Shares after
85,366
Date
01 Jul 2023
Ownership
Direct
Footnotes
F1
USX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-85,366
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

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-5,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
01 Jul 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
5,000
Exercise price
Footnotes
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 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 85,366 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, vesting on the same terms.

Footnote F3

Pursuant to the Merger Agreement, as the effective time of the Merger, shares of unvested Class A performance restricted stock units ("PRSUs") were assumed by Parent and converted into an award of restricted stock units denominated in shares of Parent common stock equal to 100% of the target level of achievement with respect to the 5,000 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms.

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