-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Obab0eQKg//kywjpm9/AlgToB/Rci3pR0H4TnlC5+ihbnPKFo3mQfxxBGXEZQ80M cMXqge1JvfE7tGap0D/BjA== 0001140361-07-019849.txt : 20071016 0001140361-07-019849.hdr.sgml : 20071016 20071016191710 ACCESSION NUMBER: 0001140361-07-019849 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071012 FILED AS OF DATE: 20071016 DATE AS OF CHANGE: 20071016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARLIN RAY M CENTRAL INDEX KEY: 0001165983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24806 FILM NUMBER: 071175156 BUSINESS ADDRESS: STREET 1: 4080 JENKINS RD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4235103000 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 1 doc1.xml FORM 4 X0202 4 2007-10-12 1 0000923571 US XPRESS ENTERPRISES INC XPRSA 0001165983 HARLIN RAY M 4080 JENKINS RD. CHATTANOOGA TN 37421 0 1 0 0 Exec. VP Finance and CFO Class A Common Stock 2007-10-12 4 J 0 64107 20.1 D 0 D Class A Common Stock 2007-10-12 4 J 0 8860 20.1 D 0 I by 401(k) Plan Class A Common Stock 2007-10-12 4 J 0 4339 20.10 D 0 I by Employee Stock Purchase Plan Stock Options (Right-to-Buy) 18.75 2007-10-12 4 J 0 50000 D 2012-07-03 Class A Common Stock 50000 0 D Stock Options (Right-to-Buy) 13.9 2007-10-12 4 J 0 15000 D 2014-02-17 Class A Common Stock 15000 0 D Stock Options (Right-to-Buy) 11.5 2007-10-12 4 J 0 18000 D 2012-05-15 Class A Common Stock 18000 0 D Stock Options (Right-to-Buy) 6.5 2007-10-12 4 J 0 25000 D 2010-02-28 Class A Common Stock 25000 0 D Stock Options (Right-to-Buy) 8.0625 2007-10-12 4 J 0 50000 D 2010-07-01 Class A Common Stock 50000 0 D Stock Options (Right-to-Buy) 12.25 2007-10-12 4 J 0 8000 D 2008-09-24 Class A Common Stock 8000 0 D Disposed 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. The number of shares is equal to the reporting persons October 9, 2007 account balance, the last balance available under the Issuer's XPRE$$AVINGS 401(k) Plan, in the employer's stock fund, divided by the closing price on October 9, 2007. The fund is unitized and as such does not itself allocate a specific number of shares to each participant. These shares were disposed of in connection with the tender offer and Merger in exchange for a cash payment of $20.10 per share of the Issuer's Class A Common Stock. 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. The options to buy 50,000 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 July 3, 1998, were cancelled pursuant to the Merger in exchange for a cash payment of $67,500, 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. The options to buy 15,000 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 $93,000, 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. The options to buy 18,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in five equal annual installments of 3,600 shares beginning May 15, 2003, were cancelled pursuant to the Merger in exchange for a cash payment of $154,800, 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. The options to buy 25,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Incentive Stock Plan granted on February 28, 2000, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on February 28, 2001, were cancelled pursuant to the Merger in exchange for a cash payment of $340,000, 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. The options to buy 50,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 1993 Incentive Stock Plan granted on July 1, 2000, which originally provided for vesting at 25% on the first through the fourth anniversaries of the grant date beginning on July 1, 2001, were cancelled pursuant to the Merger in exchange for a cash payment of $601,875, 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. The options to buy 8,000 shares of the Issuer's Class A Common Stock under the Issuer's 1993 Incentive Stock Plan granted on September 24, 1998, 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 $62,800, 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. /s/ Ray M. Harlin 2007-10-16 -----END PRIVACY-ENHANCED MESSAGE-----