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) 08/13/2019 | ||||||||||||||||||||||||||
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 A Common Stock | 08/13/2019 | D(1) | 7,032 | D | $0 | 101,772 | D(2) | |||
Class A Common Stock | 05/09/2020 | M | 9,147 | A | $0(3) | 110,919 | D(2) | |||
Class B Common Stock | 319,994 | D(2) | ||||||||
Class B Common Stock | 2,583,914 | I(4) | Trustee | |||||||
Class B Common Stock | 150,005 | I(5) | Managing General Partner |
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 | ||||||||
Restricted Stock Units | (3) | 05/09/2020 | M | 9,147 | (6) | (6) | Class A Common Stock | 9,147 | $0 | 0 | D(2) |
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 restricted stock that were forfeited upon Ms. Pate's resignation from the issuer's board of directors. |
2. Shares held by Ms. Pate. |
3. Each restricted stock unit ("RSU") convert into the issuer's Class A Common Stock on a one-for-one basis. |
4. Shares held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate of which Ms. Pate is the sole trustee. |
5. Shares held by the 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 the reported shares for purposes of Section 16 or for any other purposes. |
6. The RSUs were granted on August 20, 2019 and were scheduled to vest upon the earlier of May 9, 2020 and the issuer's 2020 annual meeting of stockholders, subject to certain vesting and forfeiture provisions. |
/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC | 05/12/2020 | |
/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 | 05/12/2020 | |
** 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. |