0001140361-18-028502.txt : 20180613 0001140361-18-028502.hdr.sgml : 20180613 20180613201944 ACCESSION NUMBER: 0001140361-18-028502 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180613 FILED AS OF DATE: 20180613 DATE AS OF CHANGE: 20180613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pate Lisa M CENTRAL INDEX KEY: 0001378972 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 18897883 MAIL ADDRESS: STREET 1: 4080 JENKINS ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate CENTRAL INDEX KEY: 0001743550 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38528 FILM NUMBER: 18897884 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 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 3 1 doc1.xml FORM 3 X0206 3 2018-06-13 0 0000923571 US XPRESS ENTERPRISES INC USX 0001378972 Pate Lisa M 4080 JENKINS RD. CHATTANOOGA TN 37421 1 1 1 1 Chief Administrative Officer Trustee & Managing GP 0001743550 Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate 4080 JENKINS ROAD CHATTANOOGA TN 37421 0 0 1 0 Class B Common Stock 3374516 I Trustee Class B Common Stock 1400005 I Managing General Partner Class B Common Stock 222222 D Restricted Stock Units Class B Common Stock 77775 D Restricted Stock Units Class B Common Stock 120003 D Securities held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate of which the Ms. Pate is the sole trustee. Shares held by Quinn Family Partners, L.P., in which Ms. Pate is the managing general partner. Ms. Pate disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes. Securities held by Ms. Pate. The restricted stock units ("RSUs") will vest on May 15, 2019, subject to continuous employment through the vesting date and certain other termination and forfeiture conditions. Each RSU represents a contingent right to receive one share of the issuer's Class B Common Stock. The RSUs will vest in six equal installments on each of March 14, 2019, 2020, 2021, 2022, 2023, and 2024, subject to continuous employment through each respective vesting date and certain other termination and forfeiture conditions. /s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA filed herewith 2018-06-13 /s/ Lisa M. Pate, trustee Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA filed herewith 2018-06-13 EX-24 2 poapate.htm

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Leigh Anne Battersby, Jason Grear, Mark A. Scudder, Heidi Hornung-Scherr, Jessica Kortum, and Cody Kofoid, signing singly, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, and/or ten percent stockholder of U.S. Xpress Enterprises, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including a Form ID, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agrees to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of June 2018.

 
  /s/Lisa Pate
 
Lisa Pate

EX-24.1 3 poatrustpate.htm

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Leigh Anne Battersby, Jason Grear, Mark A. Scudder, Heidi Hornung-Scherr, Jessica Kortum, and Cody Kofoid, signing singly, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, and/or ten percent stockholder of U.S. Xpress Enterprises, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including a Form ID, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agrees to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of June 2018.

 
  /s/ Lisa M. Pate
 
Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate
 
Lisa M. Pate, Trustee