0001415889-22-009643.txt : 20220915
0001415889-22-009643.hdr.sgml : 20220915
20220915102804
ACCESSION NUMBER: 0001415889-22-009643
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220915
FILED AS OF DATE: 20220915
DATE AS OF CHANGE: 20220915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guin Timothy W
CENTRAL INDEX KEY: 0001674640
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35740
FILM NUMBER: 221244889
MAIL ADDRESS:
STREET 1: 2200 SOUTH 75TH AVENUE
CITY: PHOENIX
STATE: AZ
ZIP: 85043
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: USA TRUCK INC
CENTRAL INDEX KEY: 0000883945
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213]
IRS NUMBER: 710556971
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3200 INDUSTRIAL PARK ROAD
CITY: VAN BUREN
STATE: AR
ZIP: 72956
BUSINESS PHONE: 479-471-2500
MAIL ADDRESS:
STREET 1: 3200 INDUSTRIAL PARK ROAD
CITY: VAN BUREN
STATE: AR
ZIP: 72956
4
1
form4-09152022_070956.xml
X0306
4
2022-09-15
1
0000883945
USA TRUCK INC
USAK
0001674640
Guin Timothy W
3200 INDUSTRIAL PARK ROAD
VAN BUREN
AR
72956
false
true
false
false
EVP, CCO
Common Stock
2022-09-15
4
D
0
117249
31.72
D
0
D
Common Stock
2022-09-15
4
A
0
8703
0
A
8703
D
Common Stock
2022-09-15
4
D
0
8703
31.72
D
0
D
Employee Stock Option (right to buy common stock)
17.75
2022-09-15
4
D
0
17505
13.97
D
2029-02-26
Common Stock
17505
0
D
On September 15, 2022, pursuant to an Agreement and Plan of Merger, dated as of June 23, 2022 (the "Merger Agreement"), among USA Truck, Inc. (the "Company"), Schenker, Inc. ("Parent"), and Tango Merger, Inc. ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company common stock (other than certain excluded shares) was converted into the right to receive $31.72 in cash (the "Merger Consideration") and each share of restricted stock of the Company became fully vested and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration.
Includes 66,545 shares of restricted stock that became fully vested in connection with the Merger.
The reporting person was previously granted performance stock units ("PSUs") which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding PSUs were deemed immediately vested and were cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration.
This option to purchase shares of Company common stock ("Company stock option"), which provided for vesting in four equal annual installments beginning February 26, 2020, became vested at the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option.
/s/ Zachary B. King, Attorney-in-Fact
2022-09-15