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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* WARDEBERG JEFFREY S (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 [ XPRSA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO
	3. Date of Earliest Transaction (Month/Day/Year) 10/12/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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 A Common Stock	10/12/2007		J(1)		36,816(1)	D	$20.1	0	D
Class A Common Stock	10/12/2007		J(2)		308(2)	D	$20.1	0	I	by Employee Stock Purchase Plan

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
Stock Options (Right-to-Buy)	$19.12	10/12/2007		J(3)			5,000	(3)	09/18/2012	Class A Common Stock	5,000	(3)	0	D
Stock Options (Right-to-Buy)	$13.9	10/12/2007		J(4)			20,000	(4)	02/05/2014	Class A Common Stock	20,000	(4)	0	D
Stock Options (Right-to-Buy)	$12.25	10/12/2007		J(5)			2,500	(5)	09/24/2008	Class A Common Stock	2,500	(5)	0	D
Stock Options (Right-to-Buy)	$6.5	10/12/2007		J(6)			10,000	(6)	02/02/2010	Class A Common Stock	10,000	(6)	0	D
Stock Options (Right-to-Buy)	$6.875	10/12/2007		J(7)			7,500	(7)	01/25/2011	Class A Common Stock	7,500	(7)	0	D
Stock Options (Right-to-Buy)	$11.5	10/12/2007		J(8)			9,000	(8)	02/27/2012	Class A Common Stock	9,000	(8)	0	D

Explanation of Responses:

1. Disposed of in connection with the tender offer and the merger of New Mountain Lake Acquisition Company ("NMLAC") with and into the Issuer (the "Merger") in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock.

2. Disposed of in connection with the tender offer and the Merger in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock.

3. The options to buy 5,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Stock Incentive Plan, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on September 18, 1998, were cancelled pursuant to the Merger in exchange for a cash payment of $4,900, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

4. The options to buy 20,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in three equal annual installments beginning on February 5, 2005, were cancelled pursuant to the Merger in exchange for a cash payment of $124,000, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

5. The options to buy 2,500 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Stock Incentive Plan, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on September 24, 1999, were cancelled pursuant to the Merger in exchange for a cash payment of $19,625, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

6. The options to buy 10,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Stock Incentive Plan, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on February 2, 2001, were cancelled pursuant to the Merger in exchange for a cash payment of $136,000, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option

7. The options to buy 7,500 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Stock Incentive Plan, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on January 25, 2002, were cancelled pursuant to the Merger in exchange for a cash payment of $99,187.50, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

8. The options to buy 9,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Stock Incentive Plan, which originally provided for vesting at 33% on the first through the third anniversaries of the grant date beginning on February 27, 2003, were cancelled pursuant to the Merger in exchange for a cash payment of $77,400, representing (a) the difference between the per share exercise price of the option and the per share consideration received by stockholders in the Merger, times (b) the number of shares subject to the option.

Remarks:

	/s/ Jeffrey S. Wardeberg	10/16/2007
	** Signature of Reporting Person	Date
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