Key facts
- This page summarizes Nathan H. Harwell'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, 18:37.
Nathan H. Harwell - 01 Jul 2023 Form 4 Insider Report for US XPRESS ENTERPRISES INC
- Reporting relationship
- EVP, Chief Legal Off., Sec.
- Issuer ticker
- N/A
- Reported as of
- 01 Jul 2023
- Net transaction value
- -$106,340
- SEC form
- 4
- Accepted by SEC
- 05 Jul 2023, 18:37:36 UTC
- Prior SEC filing
- 16 Mar 2023
- Next SEC filing
- 07 Sep 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Nathan H. Harwell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Nathan H. Harwell filed Form 4 for US XPRESS ENTERPRISES INC on 05 Jul 2023.
Change
- Previous filing in this sequence was filed on 16 Mar 2023.
- Current net transaction value: -$106,340.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
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
- $106,340
- Shares
- -17,291
- Change %
- -16%
- Price
- $6.15
- Shares after
- 92,098
- Date
- 01 Jul 2023
- Ownership
- Direct
- Footnotes
- F1
USX
transaction
Class A Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -92,098
- 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
- -3,750
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 01 Jul 2023
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 3,750
- 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
Nathan H. Harwell 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 92,098 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 3,750 PRSUs multiplied by the Exchange Ratio, rounded down to the nearest whole share, subject to vesting on the same terms.