SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FULLER MAX L
(Last) (First) (Middle)
4080 JENKINS ROAD
(Street)
CHATTANOOGA TN 37421
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US XPRESS ENTERPRISES INC [ USX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman / Member & Co-Trustee
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 06/30/2023 J(1) 266,652 D (1) 133,326 D(2)
Class B Common Stock 07/01/2023 D(3) 133,326 D $6.15(3) 0 D(2)
Class A Common Stock 07/01/2023 D(4) 121,692 D $0(4) 99,396 D(2)
Class A Common Stock 07/01/2023 D(5) 99,396 D $6.15(5) 0 D(2)
Class B Common Stock 06/30/2023 J(6) 2,753,925 D (6) 5,507,851 I(7) Member
Class B Common Stock 07/01/2023 D(3) 5,507,851 D $6.15(3) 0 I(7) Member
Class A Common Stock 06/30/2023 J(8) 602,458 D (8) 1,056,024 I(9) Member
Class A Common Stock 07/01/2023 D(5) 1,056,024 D $6.15(5) 0 I(9) Member
Class B Common Stock 06/30/2023 J(10) 916,993 D (10) 1,076,276 I(11) Co-Trustee
Class B Common Stock 07/01/2023 D(3) 1,076,276 D $6.15(3) 0 I(11) Co-Trustee
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FULLER MAX L
(Last) (First) (Middle)
4080 JENKINS ROAD
(Street)
CHATTANOOGA TN 37421
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fuller Family Enterprises, LLC
(Last) (First) (Middle)
4080 JENKINS ROAD
(Street)
CHATTANOOGA TN 37421
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fuller Janice
(Last) (First) (Middle)
4080 JENKINS ROAD
(Street)
CHATTANOOGA TN 37421
(City) (State) (Zip)
Explanation of Responses:
1. 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. In connection with the Merger, on June 30, 2023, Mr. Max Fuller contributed 266,652 shares of Class B common stock to Liberty Holdings Topco LLC, a subsidiary of Parent ("Holdings"), in exchange for an equal number of units in Holdings.
2. Shares held by Mr. Max Fuller.
3. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class B common stock were cancelled and converted into the right to receive $6.15 in cash (the "Merger Consideration").
4. In connection with the closing of the Merger, Mr. Max Fuller resigned from all positions with the issuer and the 121,692 shares of Class A restricted stock then-held by Mr. Max Fuller were forfeited for no consideration or payment.
5. 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 Merger Consideration.
6. In connection with the Merger, on June 30, 2023, FSBSPE 3, LLC contributed 2,753,925 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.
7. Prior to the transaction described in footnote (6), 2,753,926 shares of Class B common stock were held by FSBSPE 1, LLC, 2,753,925 shares of Class B common stock were held by FSBSPE 2, LLC, and 2,753,925 shares of Class B common stock were held by FSBSPE 3, LLC. FSBSPE 1, LLC FSBSPE 2, LLC, and FSBSPE 3, LLC are wholly owned subsidiaries of Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
8. In connection with the Merger, on June 30, 2023, Fuller Family Enterprises, LLC contributed 602,458 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings.
9. Shares held by Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
10. In connection with the Merger, on June 30, 2023, the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (the "Trust") contributed 916,993 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings.
11. Shares held by the Trust, over which Ms. Janice Fuller and her son, Mr. Eric Fuller, are the co-trustees and have shared dispositive power and Mr. Eric Fuller has sole voting power. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023
/s/ Max L. Fuller, member Fuller Family Enterprises, LLC, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023
/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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