Fuller Janice Form 4 US XPRESS ENTERPRISES / MAX L FULLER ownership change

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^*

FULLER MAX L

(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 [ USX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
Executive Chairman / Member & Co-Trustee

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 B Common Stock	03/14/2022		M		66,663	A	(1)	333,315	D(2)
Class B Common Stock								8,261,776	I(3)	Member
Class B Common Stock								1,993,269	I(4)	Co-trustee
Class A Common Stock								170,068	D(2)
Class A Common Stock								1,088,770	I(5)	Member

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
Restricted Stock Units	(1)	03/14/2022		M			66,663	(6)	(6)	Class B Common Stock	66,663	$0	133,351	D(2)

1. Name and Address of Reporting Person^*

FULLER MAX L

(Last) (First) (Middle)

4080 JENKINS ROAD

(Street)

CHATTANOOGA TN 37421

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fuller Janice

(Last) (First) (Middle)

4080 JENKINS ROAD

(Street)

CHATTANOOGA TN 37421

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fuller Family Enterprises, LLC

(Last) (First) (Middle)

4080 JENKINS ROAD

(Street)

CHATTANOOGA TN 37421

(City) (State) (Zip)

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis.

2. Shares held by Mr. Max Fuller.

3. Represents (i) 2,753,926 shares of Class B common stock held by FSBSPE 1, LLC (ii) 2,753,925 shares of Class B common stock held by FSBSPE 2, LLC, and (iii) 2,753,925 shares of Class B common stock 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.

4. Shares held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, 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.

5. 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.

6. The remaining RSUs will vest in two approximately equal installments on each of March 14, 2023 and 2024, subject to continuous employment through each respective vesting date and certain other termination and forfeiture conditions.

	/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	03/16/2022
	/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	03/16/2022
	/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	03/16/2022
	** Signature of Reporting Person	Date
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