0001008886-23-000169.txt : 20230705
0001008886-23-000169.hdr.sgml : 20230705
20230705183155
ACCESSION NUMBER: 0001008886-23-000169
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230630
FILED AS OF DATE: 20230705
DATE AS OF CHANGE: 20230705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FULLER MAX L
CENTRAL INDEX KEY: 0000931421
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38528
FILM NUMBER: 231071382
MAIL ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fuller Family Enterprises, LLC
CENTRAL INDEX KEY: 0001743589
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38528
FILM NUMBER: 231071381
BUSINESS ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
BUSINESS PHONE: 4235103000
MAIL ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fuller Janice
CENTRAL INDEX KEY: 0001743588
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38528
FILM NUMBER: 231071380
MAIL ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: US XPRESS ENTERPRISES INC
CENTRAL INDEX KEY: 0000923571
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213]
IRS NUMBER: 621378182
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
BUSINESS PHONE: 4235103000
MAIL ADDRESS:
STREET 1: 4080 JENKINS ROAD
CITY: CHATTANOOGA
STATE: TN
ZIP: 37421
4
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form4.xml
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2023-06-30
true
0000923571
US XPRESS ENTERPRISES INC
USX
0000931421
FULLER MAX L
4080 JENKINS ROAD
CHATTANOOGA
TN
37421
true
true
true
true
Executive Chairman
Member & Co-Trustee
0001743589
Fuller Family Enterprises, LLC
4080 JENKINS ROAD
CHATTANOOGA
TN
37421
true
0001743588
Fuller Janice
4080 JENKINS ROAD
CHATTANOOGA
TN
37421
true
true
Co-Trustee
false
Class B Common Stock
2023-06-30
4
J
0
266652
D
133326
D
Class B Common Stock
2023-07-01
4
D
0
133326
6.15
D
0
D
Class A Common Stock
2023-07-01
4
D
0
121692
0
D
99396
D
Class A Common Stock
2023-07-01
4
D
0
99396
6.15
D
0
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Class B Common Stock
2023-06-30
4
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0
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Member
Class B Common Stock
2023-07-01
4
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Member
Class A Common Stock
2023-06-30
4
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0
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Member
Class A Common Stock
2023-07-01
4
D
0
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D
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Member
Class B Common Stock
2023-06-30
4
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0
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Co-Trustee
Class B Common Stock
2023-07-01
4
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Co-Trustee
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.
Shares held by Mr. Max Fuller.
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").
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.
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.
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.
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.
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.
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.
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.
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
2023-07-05
/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
2023-07-05
/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
2023-07-05