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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol US XPRESS ENTERPRISES INC [ USX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 B Common Stock | 06/18/2018 | S(1) | 790,602 | D(1) | $15(1) | 2,583,914 | I(2) | Trustee | ||
| Class B Common Stock | 06/18/2018 | S(3) | 1,250,000 | D(3) | $16 | 150,005 | I(4) | Managing General Partner | ||
| Class B Common Stock | 222,222 | D(5) | ||||||||
| Class A Common Stock | 9,375 | D(5) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of the Company's Class B common stock sold on June 18, 2018 in the Issuer's initial public offering and Class B common stock sold upon the exercise of the underwriters' over-allotment option in such offering at a price per share of $15.00, representing the initial public offering price of $16.00 per share, less underwriting discounts and commissions of $1.00 per share. Each share of Class B common stock converted to one share of Class A common stock upon sale. |
| 2. Shares held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate of which Ms. Lisa M. Pate is the sole trustee. |
| 3. Represents shares of the Company's Class B common stock sold on June 18, 2018, to an entity affiliated with the issuer's Chairman of the Board, Max Fuller, and to the issuer's President and Chief Executive Officer, William E. Fuller. |
| 4. Shares held by Quinn Family Partners, L.P., in which Ms. Lisa M. 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 the reported shares for purposes of Section 16 or for any other purposes. |
| 5. Shares held by Ms. Lisa M. Pate. |
| /s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 06/20/2018 | |
| /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 previously filed with the SEC | 06/20/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||