Sec Form 13D Filing - MOROUN MATTHEW T filing for UNIVERSAL LOGISTICS HLDGS IN C (ULH) - 2021-06-24

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSON:

  Matthew T. Moroun

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  OO See Item 3

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  16,082,343*

  SHARED VOTING POWER:

  285,550**

  SOLE DISPOSITIVE POWER:

  16,082,343*

  SHARED DISPOSITIVE POWER:

  285,550**

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  16,367,893**

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  60.8% *

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Includes 14,302,736 shares held by Matthew T. Moroun, individually; 780,648 shares beneficially owned by the 2020 Irrevocable Nora M. Moroun Trust; 762,042 shares beneficially owned by the 2020 Irrevocable Lindsay S. Moroun Trust; and 236,917 shares held by Redoubtable, LLC (“Redoubtable”). Matthew T. Moroun serves as trustee of each of these two trusts and as Manager of Redoubtable.

Consists of 285,550 shares owned by Matthew T. Moroun’s spouse, Lindsay S. Moroun. Matthew T. Moroun disclaims beneficial ownership of the shares held by Lindsay S. Moroun, and this report shall not be deemed an admission that Mr. Moroun is the beneficial owner of such shares.

  NAMES OF REPORTING PERSON:

  Nora M. Moroun

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  OO See Item 3

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  3,090,879

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  3,090,879

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,090,879

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  11.5%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

On May 3, 2021, Matthew T. Moroun, as trustee for the 2019 NMM Annuity Trust, distributed 81,079 shares of the Company’s Common Stock to Nora M. Moroun, individually, under the terms of the documents governing the 2019 NMM Annuity Trust.

On June 18, 2021, the MJM Revocable Trust sold 417,757 shares of the Company’s Common Stock to the 2020 Nora Moroun Trust. The source of funds for the purchase by the 2020 Nora Moroun Trust was an interest-bearing note payable to the Estate of Manuel J. Moroun. The purchase price was $8,773,000 based on the number of shares multiplied by a per share price of $21.00. The per share price was determined by an independent third party using the average price of ULH’s Common Stock on June 18, 2021, adjusted for an applicable discount due to the number of shares purchased in the transaction.

This statement is being filed by each of the Reporting Persons.

The business address for each of the Reporting Persons is 12225 Stephens Road, Warren, Michigan 48089.

Matthew T. Moroun is the Chairman of the Board of Directors of the Company. He is also Chairman of the Board of Directors of P.A.M. Transportation Services, Inc. (NASDAQ: PTSI), a leading truckload dry van carrier. PTSI’s business address is 297 West Henri De Tonti, Tontitown, Arkansas 72770. Matthew T. Moroun is also Chairman of Oakland Financial Corporation, an insurance holding company based in Sterling Heights, Michigan, and its subsidiaries. He also serves as Chairman and President of CenTra, Inc., a diversified holding company, and is Chairman and President of DIBC Holdings, Inc., a holding company for Detroit International Bridge Company and its subsidiaries. The business address for CenTra, Inc. and DIBC Holdings, Inc. is 12225 Stephens Road, Warren, Michigan 48089. Mr. Moroun is a shareholder, trustee and/or director for other family businesses engaged in, among other things, transportation services, real estate acquisition, development, and management.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and none has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Each of the Reporting Persons is a citizen of the United States of America.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page for each such Reporting Person. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 26,919,455 shares of Common Stock outstanding as of May 10, 2021 as disclosed in the Company’s Form 10-Q filed on May 13, 2021.

See Items 7-10 of the cover page for each Reporting Person.

Except for the transactions described in this Amendment No. 8, the Reporting Persons have not engaged in any transactions in the Common Stock since the filing of Amendment No. 7 to the Schedule 13D.

Matthew T. Moroun’s wife, Lindsay S. Moroun, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 285,550 shares held by her which are reported as beneficially owned by Matthew T. Moroun. Matthew T. Moroun disclaims beneficial ownership of these shares. Shares in the 2020 Nora Moroun Trust and the 2020 Lindsay Moroun Trust are held for the benefit of the Moroun family.

Purchase Price Promissory Note, dated June 18, 2021, by the 2020 Nora Moroun Trust in favor of the Estate of Manuel J. Moroun, attached as Exhibit 1.

Joint Filing Agreement, dated as of June 18, 2021, among Matthew T. Moroun, individually and as Trustee of the MJM Revocable Trust, the 2019 NMM Annuity Trust, the 2020 Nora Moroun Trust, and the 2020 Lindsay Moroun Trust; Nora M. Moroun; Lindsay Moroun; and Matthew T. Moroun, as Manager of Redoubtable (incorporated by reference to Exhibit 1 of the Schedule 13D/A filed by the Reporting Persons with the Commission on December 29, 2020 (file number 005-81356)).

Purchase Price Promissory Note, dated December 10, 2020, by Matthew T. Moroun in favor of Nora Moroun (incorporated by reference to Exhibit 2 of the Schedule 13D/A filed with the Commission on December 15, 2020 (file number 005-81356)).

Amended and Restated Registration Rights Agreement, dated as of July 12, 2012, among Registrant, Matthew T. Moroun, the Manuel J. Moroun Revocable Trust U/A March 24, 1977, as amended and restated on December 22, 2004 and the M.J. Moroun 2012 Annuity Trust dated April 30, 2012 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Company with the Commission on July 26, 2012 (file number 005-51142)).