Sec Form 13D Filing - MOROUN MATTHEW T filing for UNIVERSAL LOGISTICS HLDGS IN C (ULH) - 2023-08-03

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:

  236,917*

  SHARED VOTING POWER:

  286,787**

  SOLE DISPOSITIVE POWER:

  19,198,861***

  SHARED DISPOSITIVE POWER:

  286,787**

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  19,485,648****

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

  ☐

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

  74.1%****

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Consists of 236,917 shares beneficially owned by Redoubtable, LLC (“Redoubtable”). Matthew T. Moroun serves as manager of Redoubtable.

Includes 285,550 shares owned by Matthew T. Moroun’s spouse, Lindsay S. Moroun, and 1,237 shares owned by Matthew T. Moroun’s son, Matthew J. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of such shares for purposes of Section 13(d) of the Act or for any other purpose.

Includes 11,866,015 shares beneficially owned by the 2020 Irrevocable Lindsay S. Moroun Trust dated November 24, 2020 (“2020 Lindsay Moroun Trust”); 3,871,527 shares beneficially owned by the 2020 Irrevocable Nora M. Moroun Trust (“2020 Nora Moroun Trust”); 3,200,000 shares beneficially owned by the Swiftsure Irrevocable Trust Under Agreement dated December 26, 2012, as decanted November 28, 2020 (“Swiftsure

Includes 11,866,015 shares beneficially owned by the 2020 Lindsay Moroun Trust; 3,871,527 shares beneficially owned by the 2020 Nora Moroun Trust; 3,200,000 shares beneficially owned by the Swiftsure Trust; 24,402 shares beneficially owned by the 2020 AAM Trust; 285,550 shares owned by Matthew T. Moroun’s spouse, Lindsay S. Moroun; 1,237 shares owned by Matthew T. Moroun’s son, Matthew J. Moroun; and 236,917 shares beneficially owned by Redoubtable. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is the beneficial owner of the shares owned by Lindsay S. Moroun and Matthew J. Moroun for purposes of Section 13(d) of the Act or for any other purpose.

  NAMES OF REPORTING PERSON:

  2020 Irrevocable Nora M. Moroun Trust, dated November 20, 2020

  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:

  3,871,527

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  3,871,527

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,871,527

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

  ☐

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

  14.7%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

  NAMES OF REPORTING PERSON:

  2020 Irrevocable Lindsay S. Moroun Trust, dated November 24, 2020

  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:

  11,866,015

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  11,866,015

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,866,015

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

  ☐

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

  45.1%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

  NAMES OF REPORTING PERSON:

  Swiftsure Irrevocable Trust Under Agreement dated December 26, 2012, as decanted November 28, 2020

  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:

  3,200,000

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  3,200,000

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,200,000

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

  ☐

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

  12.2%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

  NAMES OF REPORTING PERSON:

  Frederick P. Calderone

  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:

  18,962,534*

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  590

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  18,962,534*

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

  ☐

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

  72.1%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Includes 590 shares owned directly by Frederick P. Calderone, individually; 11,866,015 shares beneficially owned by the 2020 Lindsay Moroun Trust; 3,871,527 shares beneficially owned by the 2020 Nora Moroun Trust; 3,200,000 shares beneficially owned by the Swiftsure Trust; and 24,402 shares beneficially owned by the 2020 AAM Trust. Frederick P. Calderone serves as special trustee of each of these four trusts with sole voting power over the shares held by each trust. Matthew T. Moroun serves as trustee of these trusts with sole investment power over the shares held by each trust.

This statement is being filed by Matthew T. Moroun; the 2020 Irrevocable Lindsay S. Moroun Trust dated November 24, 2020 (“2020 Lindsay Moroun Trust”); the 2020 Irrevocable Nora M. Moroun Trust, dated November 20, 2020 (“2020 Nora Moroun Trust”); the Swiftsure Irrevocable Trust Under Agreement dated December 26, 2012, as decanted November 28, 2020 (“Swiftsure Trust”); and Frederick P. Calderone (collectively, the “Reporting Persons”).

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

Matthew T. Moroun is 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 holding company that owns subsidiaries engaged in providing truckload dry van carrier services. PTSI’s business address is 297 West Henri De Tonti Boulevard, Tontitown, Arkansas 72770. Matthew T. Moroun currently serves as Chairman and President of CenTra, Inc., a diversified holding company based in Warren, Michigan. The business address for CenTra, Inc. is 12225 Stephens Road, Warren, Michigan 48089. Mr. Moroun is also Chairman of Oakland Financial Corporation, an insurance and real estate holding company based in Sterling Heights, Michigan. The business address for Oakland Financial Corporation is 34200 Mound Road, Sterling Heights, Michigan 48310. Mr. Moroun owns or controls other privately held businesses engaged in transportation services and 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.

Matthew T. Moroun and Frederick P. Calderone are both citizens 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 26,287,973 shares of Common Stock outstanding as of May 8, 2023, as disclosed in the Company’s most recent Form 10-Q filed on May 11, 2023.

Except for the transactions described in this Amendment No. 11, the Reporting Persons have not engaged in any transactions in the Common Stock during the past sixty days.

Matthew T. Moroun’s wife, Lindsay S. Moroun, and son, Matthew J. Moroun, each has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares held by each of them (285,550 shares held by Lindsay S. Moroun and 1,237 shares held by Matthew J. Moroun) which are reported as beneficially owned by Matthew T. Moroun. Neither the filing of this report nor any of its contents shall be deemed an admission that Matthew T. Moroun is

Purchase Agreement, dated June 15, 2023, by and between Matthew T. Moroun, individually, and the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020.

Amendment to Purchase Agreement, dated August 1, 2023, by and between Matthew T. Moroun, individually, and the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020.

Promissory Note, dated August 1, 2023, by the 2020 Irrevocable Lindsay S. Moroun Trust Under Agreement dated November 24, 2020 in favor of Matthew T. Moroun, individually.

Purchase Agreement, dated June 15, 2023, by and between Matthew T. Moroun, individually, and the Swiftsure Irrevocable Trust Under Agreement dated December 26, 2012, as decanted November 28, 2020.

Promissory Note, dated August 1, 2023, by the Swiftsure Irrevocable Trust Under Agreement dated December 26, 2012, as decanted November 28, 2020 in favor of Matthew T. Moroun, individually.

Joint Filing Agreement, dated as of August 3, 2023, among Matthew T. Moroun, the 2020 Nora Moroun Trust, the 2020 Lindsay Moroun Trust, the Swiftsure Trust, and Frederick P. Calderone.

Second Amended Restated Registration Rights Agreement dated July 28, 2021, among Registrant and the Moroun Family Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K filed July 29, 2021) (file number 000-51142).

Joinder Agreement to Registration Rights Agreement dated August 1, 2023, among Registrant and the Swiftsure Trust (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K filed August 3, 2023) (file number 000-51142).