Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
U.S. XPRESS ENTERPRISES, INC.
__________________________________________________________________________________
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
__________________________________________________________________________________
(Title of Class of Securities)
90338N202
__________________________________________________________________________________
(CUSIP Number)
December 31, 2019
__________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* 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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.: 90338N202
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1.
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Names of Reporting Persons
Stephen Craig Fuller
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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5.
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Sole Voting Power
1,735,035(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
1,735,035(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,735,035(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
5.2%(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Shares of Class A common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, over which Stephen Craig Fuller serves as the sole trustee and has sole voting and
dispositive power, as of December 31, 2019.
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(2)
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The percentage is based upon 33,278,230 shares of Class A common stock outstanding as of October 31, 2019 (according to the Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on November 5, 2019).
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CUSIP NO.: 90338N202
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1.
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Names of Reporting Persons
Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Tennessee
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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5.
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Sole Voting Power
1,735,035(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
1,735,035(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,735,035(1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
5.2%(2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Shares of Class A common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, over which Stephen Craig Fuller serves as the sole trustee and has sole voting and
dispositive power, as of December 31, 2019.
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(2)
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The percentage is based upon 33,278,230 shares of Class A common stock outstanding as of October 31, 2019 (according to the Form 10-Q filed by the Issuer with the Securities and Exchange
Commission on November 5, 2019).
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Item 1(a).
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Name of Issuer
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U.S. Xpress Enterprises, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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4080 Jenkins Road, Chattanooga, Tennessee 37421
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Item 2(a).
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Name of Person Filing
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This Schedule 13G/A is being filed jointly on behalf of Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller (the “Reporting Persons”). The Reporting Persons
have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
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Item 2(b).
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Address of Principal Business Office
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The address of the principal business office of each Reporting Person is 4080 Jenkins Road, Chattanooga, Tennessee 37421.
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Item 2(c).
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Citizenship
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Stephen Craig Fuller is a citizen of the United States of America. Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller is a trust established under the laws of the State of Tennessee.
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Item 2(d).
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Title of Class of Securities
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Class A common stock, par value $0.01 per share
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Item 2(e).
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CUSIP No.
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90338N202
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________.
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Item 4.
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Ownership
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(a)
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Each of Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller may deemed to beneficially own 1,735,035 shares of Class A common stock, as of December 31, 2019.
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(b)
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The number of shares that Stephen Craig Fuller and the Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller may be deemed to beneficially own constitutes approximately 5.2% of the Class A common stock
outstanding.
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote: 1,735,035
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,735,035
(iv) shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of 5 Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following [ ].
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification
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Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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STEPHEN CRAIG FULLER, individually
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/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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MAX L. FULLER 2008 IRREVOCABLE TRUST FBO STEPHEN C. FULLER, by Stephen Craig Fuller, as trustee
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/s/ Stephen Craig Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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Dated: February 14, 2020
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Exhibit Index
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Joint Filing Agreement, dated February 14, 2019, by and between the Reporting Persons.
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