SEC Form 4 · accession 0001567619-19-005393
US XPRESS ENTERPRISES INC · USX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Max L Fuller
Officer — Executive Chairman · Director · 10% Owner · Other
Janice Fuller
10% Owner
Fuller Family Enterprises, LLC
10% Owner
Period of report
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 8:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000923571
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 21, 2019 | A | 15,957 | $0.00 | A | 25,332 | D | |
| Class A Common StockF3 | holding | — | — | — | 688,940 | I | Member | |
| Class B Common StockF2 | holding | — | — | — | 66,663 | D | ||
| Class B Common StockF3 | holding | — | — | — | 8,261,776 | I | Member | |
| Class B Common StockF4 | holding | — | — | — | 1,993,269 | I | Co-Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5,F6 | $9.40 | Feb 21, 2019 | A | 0 | A | — | Feb 21, 2029 | Class A Common Stock | 0 | 0 | D |
Explanation of responses
- F1Represents a restricted stock award under the 2018 Omnibus Incentive Plan. The award vests in four equal installments on each of February 21, 2020, 2021, 2022, and 2023 and is subject to certain vesting, forfeiture, and termination provisions.
- F2Securities held by Mr. Fuller.
- F3Shares 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 purposes.
- F4Shares 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.
- F5The issuer has not finalized its option pricing model to determine the number of stock options granted to Mr. Max Fuller. When the number of stock options granted is determined, this Form 4 will be amended to disclose the number of stock options granted.
- F6Options vest in four equal installments on each of February 21, 2020, 2021, 2022, and 2023, and is subject to certain vesting, forfeiture, and termination provisions.