Sec Form 13D Filing - FULLER MAX L filing for US XPRESS ENTERPRISES INC (USX) - 2023-03-24

1.

Names of Reporting Persons

 

Max L. Fuller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

United States of America

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

10,599,969⁽¹⁾

 

8.

Shared Voting Power

13,113,164⁽²⁾

 

 

9.

Sole Dispositive Power

679,711⁽³⁾

 

10.

Shared Dispositive Power

9,920,258⁽⁴⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽⁵⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽⁶⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 121,692 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 99,396 shares of Class A common stock held directly by Mr. Max Fuller, (iii) 1,658,482 shares of Class A common stock held by Fuller Family Enterprises, LLC (“Fuller Family Enterprises”), over which Mr. Max Fuller and his wife, Ms. Janice Fuller, are the members and have shared dispositive power and Mr. Max Fuller has sole voting power, (iv) 58,645 options to purchase Class A common stock held directly by Mr. Max Fuller, (v) 399,978 shares of Class B common stock held directly by Mr. Max Fuller, (vi) 2,753,926 shares of Class B common stock held by FSBSPE 1, LLC (“FSBSPE 1”), a wholly owned subsidiary of Fuller Family Enterprises, (vii) 2,753,925 shares of Class B common stock held by FSBSPE 2, LLC (“FSBSPE 2”), a wholly owned subsidiary of Fuller Family Enterprises, and (viii) 2,753,925 shares of Class B common stock held by FSBSPE 3, LLC (“FSBSPE 3”), a wholly owned subsidiary of Ful ler Family Enterprises.

(2)

Includes shares of Class B common stock subject to a voting agreement (the “Voting Agreement”) by and among Max L. Fuller, Janice Fuller, Fuller Family Enterprises, William Eric Fuller (“Eric Fuller”), Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate (the “Pate Trust”), and Quinn Family Partners, L.P. (“Quinn Family Partners” and together with the Pate Trust, the “Pate Entities”). FSBSPE 1, FSBSPE 2, and FSBSPE 3 joined the Voting Agreement on September 17, 2019. Under the Voting Agreement, each of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller have granted a successor the right to exercise all of the voting and consent rights of all Class B common stock beneficially owned by him or her upon his or her death or incapacity. Mr. Eric Fuller and Ms. Janice Fuller have each initially designated Mr. Max Fuller as his or her proxy and Mr. Max Fuller and Ms. Pate have each initially designated Mr. Eric Fuller as his or her proxy, in each case, if and for so long as such person remains qualified. To be qualified to serve as a successor, the potential successor must both (i) be active in the management of U.S Xpress Enterprises, Inc. (the “Issuer”) or serving on the Issuer's Board of Directors at the time of and during the period of service as successor and (ii) own (or hold) shares of Class B common stock or be the beneficiary of a trust or other entity that holds Class B common stock on behalf of the potential successor at the time of and during the period of service as a successor. For each of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller, if no successor is qualified at the time of death or incapacity, then there will be no successor under the Voting Agreement. Additionally, during the term of the Voting Agreement, any voting control Ms. Janice Fuller would otherwise have with respect to shares of Class B common stock covered by the Voting Agreement will be exercised by Mr. Max Fuller until his death or incapacity, and then will pass in the order of succession under the Voting Agreement. The Voting Agreement will continue in effect until the earliest of the following: (i) 15 years from the date of the Voting Agreement, (ii) none of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller holds Class B common stock, (iii) at such time as no individual named as a successor is qualified to be a successor and (iv) the Voting Agreement is terminated by all parties to the Voting Agreement.

 

On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

(3)

Includes (i) 121,692 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 99,396 shares of Class A common stock held directly by Mr. Max Fuller, (iii) 58,645 options to purchase Class A common stock held directly by Mr. Max Fuller, and (iv) 399,978 shares of Class B common stock held directly by Mr. Max Fuller.

(4)

Includes (i) 1,658,482 shares of Class A common stock held by Fuller Family Enterprises, (ii) 2,753,926 shares of Class B common stock held by FSBSPE 1, (iii) 2,753,925 shares of Class B common stock held by FSBSPE 2, and (iv) 2,753,925 shares of Class B common stock held by FSBSPE 3.

(5)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(6)

The Issuer has both Class A and Class B common stock.  The Class A common stock has one vote per share.  The Class B common stock has five votes per share while beneficially owned by Messrs. Max Fuller and Eric Fuller and Ms. Pate (collectively, the "Qualifying Stockholders") and certain trusts for the benefit of any of them or their family members or certain entities owned by any of them or their family members. A holder of Class B common stock may convert its Class B common stock into Class A common stock at any time at the ratio of one share of Class A common stock for each share of Class B common stock. Class B common stock immediately and automatically converts into an equal number of shares of Class A common stock if any person other than the Qualifying Stockholders (or certain trusts for the benefit of any of them or their family members or certain entities owned by any of them or their family members), obtains beneficial ownership of such shares. As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

Janice Fuller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

United States of America

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

0⁽¹⁾

 

8.

Shared Voting Power

0⁽¹⁾

 

 

9.

Sole Dispositive Power

0

 

10.

Shared Dispositive Power

11,913,527⁽²⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽³⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽⁴⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

In accordance with the operating agreements of Fuller Family Enterprises, FSBSPE 1, FSBSPE 2, and FSBSPE 3, Mr. Max Fuller has sole voting power with respect to the shares of common stock in Fuller Family Enterprises, FSBSPE 1, FSBSPE 2, and FSBSPE 3. In accordance with the trust documents of the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Mr. Eric Fuller has sole voting power with respect to the shares of common stock in the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller. Ms. Janice Fuller does not have any voting rights with respect to shares of common stock covered by the Voting Agreement.

(2)

Includes (i) 1,658,482 shares of Class A common stock held by Fuller Family Enterprises, (ii) 2,753,926 shares of Class B common stock held by FSBSPE 1, (iii) 2,753,925 shares of Class B common stock held by FSBSPE 2, (iv) 2,753,925 shares of Class B common stock held by FSBSPE 3, and (v) 1,993,269 shares of Class B common stock 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.

(3)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(4)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to an equal number of Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to shares to an equal number of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

Fuller Family Enterprises, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

9,920,258⁽¹⁾

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

9,920,258⁽¹⁾

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽²⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽³⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

 

(1)

Includes (i) 1,658,482 shares of Class A common stock held by Fuller Family Enterprises, (ii) 2,753,926 shares of Class B common stock held by FSBSPE 1, (iii) 2,753,925 shares of Class B common stock held by FSBSPE 2, and (iv) 2,753,925 shares of Class B common stock held by FSBSPE 3.

(2)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

(3)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

FSBSPE 1, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

2,753,926

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

2,753,926

  

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Pe rcent of Class Represented by Amount in Row (11)

30.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

(1)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

FSBSPE 2, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

2,753,925

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

2,753,925

  

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

(1)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

FSBSPE 3, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

2,753,925

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

2,753,925

  

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

(1)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

William Eric Fuller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

United States of America

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

5,381,226⁽¹⁾

 

8.

Shared Voting Power

13,113,164⁽²⁾

 

 

9.

Sole Dispositive Power

3,387,957⁽³⁾

 

10.

Shared Dispositive Power

1,993,269⁽⁴⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽⁵⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽⁶⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 460,010 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 276,280 shares of Class A common stock held directly by Mr. Eric Fuller, (iii) 193,526 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 848,528 shares of Class B common stock held directly by Mr. Eric Fuller, (v) 1,993,269 shares of Class B common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, and (vi) 1,609,613 shares of Class B common stock held by the Max Fuller Family Limited Partnership, over which Mr. Eric Fuller serves as the managing general partner and has sole voting and dispositive power. 

(2)

Includes shares Class B common stock subject to the Voting Agreement.

(3)

Includes (i) 460,010 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 276,280 shares of Class A common stock held directly by Mr. Eric Fuller, (iii) 193,526 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 848,528 shares of Class B common stock held directly by Mr. Eric Fuller, and (v) 1,609,613 shares of Class B common stock held by the Max Fuller Family Limited Partnership. 

(4)

Includes 1,993,269 shares of Class B common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller.

(5)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(6)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Tennessee

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

1,993,269

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

1,993,269

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

(1)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

Max Fuller Family Limited Partnership

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

1,609,613

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

1,609,613

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,981,195⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

30.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

PN

 

(1)

Includes shares of Class A and Class B common stock the Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

1.

Names of Reporting Persons

 

Lisa M. Pate

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, PF, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

United States of America

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

2,569,832⁽¹⁾

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

2,569,832⁽¹⁾

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,569,832⁽²⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

6.6%⁽³⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 405,913 shares of Class A common stock held directly by Ms. Pate, (ii) 2,013,914 shares of Class A common stock held by the Pate Trust, over which Ms. Pate serves as the sole trustee and has sole voting and dispositive power, and (iii) 150,005 shares of Class A common stock held by Quinn Family Partners, over which Ms. Pate serves as the managing general partner and has sole voting and dispositive power. 

(2)

Includes shares of Class A common stock held by Ms. Pate and the Pate Entities. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(3)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock as of February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023.

1.

Names of Reporting Persons

 

Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Tennessee

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

2,013,914

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

2,013,914

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,013,914⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

5.2%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

(1)

Includes shares of Class A common stock held by the Pate Trust. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock as of February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 20 23 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023.

1.

Names of Reporting Persons

 

Quinn Family Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [   ]

(b) [X]

3.

SEC USE ONLY

 

4.

Source of Funds (See Instructions)

AF, BK, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

 

Nevada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

7.

Sole Voting Power

150,005

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

150,005

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

150,005⁽¹⁾

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[    ]

13.

Percent of Class Represented by Amount in Row (11)

0.4%⁽²⁾

 

14.

Type of Reporting Person (See Instructions)

PN

 

(1)

Includes shares of Class A common stock held by Quinn Family Partners. On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

 

(2)

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock as of February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023.

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

1. 

The Issuer has both Class A and Class B common stock.  The Class A common stock has one vote per share.  The Class B common stock has five votes per share while beneficially owned by the Qualifying Stockholders and certain trusts for the benefit of any of them or their family members or certain entities owned by any of them or their family members. A holder of Class B common stock may convert its Class B common stock into Class A common stock at any time at the ratio of one share of Class A common stock for each share of Class B common stock. Class B common stock immediately and automatically converts into an equal number of shares of Class A common stock if any person other than the Qualifying Stockholders (or certain trusts for the benefit of any of them or their family members or certain entities owned by any of them or their family members), obtains beneficial ownership of such shares. As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023.

 2. 

Includes shares of Class A and Class B common stock the Remaining Reporting Person may be deemed to beneficially own as part of a group in connection with the Voting Agreement. Under the Voting Agreement, each of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller have granted a successor the right to exercise all of the voting and consent rights of all Class B common stock beneficially owned by him or her upon his or her death or incapacity. Mr. Eric Fuller and Ms. Janice Fuller have each initially designated Mr. Max Fuller as his or her proxy and Mr. Max Fuller and Ms. Pate have each initially designated Mr. Eric Fuller as his or her proxy, in each case, if and for so long as such person remains qualified. To be qualified to serve as a successor, the potential successor must both (i) be active in the management of the Issuer or serving on the Issuer's Board of Directors at the time of and during the period of service as successor and (ii) own (or hold) shares of Class B common stock or be the beneficiary of a trust or other entity that holds Class B common stock on behalf of the potential successor at the time of and during the period of service as a successor. For each of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller, if no successor is qualified at the time of death or incapacity, then there will be no successor under the Voting Agreement. Additionally, during the term of the Voting Agreement, any voting control Ms. Janice Fuller would otherwise have with respect to shares of Class B common stock covered by the Voting Agreement will be exercised by Mr. Max Fuller until his death or incapacity, and then will pass in the order of succession under the Voting Agreement. The Voting Agreement will continue in effect until the earliest of the following: (i) 15 years from the date of the Voting Agreement, (ii) none of Messrs. Eric Fuller and Max Fuller and Mses. Pate and Janice Fuller holds Class B common stock, (iii) at such time as no individual named as a successor is qualified to be a successor and (iv) the Voting Agreement is terminated by all parties to the Voting Agreement.

 

On March 23, 2023, Ms. Pate and the Pate Entities voluntarily converted all shares of Class B common stock held by them to an equal number of shares of Class A common stock. As only shares of Class B common stock are subject to the Voting Agreement, Ms. Pate and the Pate Entities no longer have any obligations under the Voting Agreement. Accordingly, Ms. Pate and the Pate Entities are no longer members of the Section 13(d) group in connection with the Voting Agreement and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9.

  3. 

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding as of February 17, 2023. Furthermore, collectively the parties to the Voting Agreement have (i) 581,702 shares of restricted Class A common stock, (ii) 252,171 options to purchase Class A common stock, and (iii) 119,994 shares of Class B common stock that were acquired from the vesting of Class B restricted stock units after February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Remaining Reporting Person represents approximately 65.0% of the voting power of all outstanding Issuer stock.

4.

As reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2023, there were 36,106,925 shares of Class A common stock as of February 17, 2023. Additionally, (i) 300,000 shares of Class B common stock sold by the Pate Trust on March 22, 2023 automatically converted to Class A common stock upon sale and (ii) Ms. Pate and the Pate Entities voluntarily converted 2,483,913 shares of Class B common stock to an equal number of shares of Class A common stock on March 23, 2023.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

 

Joint Filing Agreement, dated March 24, 2023, by and among the Remaining Reporting Persons

 

Power of Attorney of Max L. Fuller (incorporated by reference to Exhibit 99.2 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

 

Power of Attorney of Janice Fuller (incorporated by reference to Exhibit 99.3 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

 

Power of Attorney of Fuller Family Enterprises, LLC (incorporated by reference to Exhibit 99.4 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

 

Power of Attorney of William Eric Fuller (incorporated by reference to Exhibit 99.5 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

 

Power of Attorney of Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (incorporated by reference to Exhibit 99.6 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Power of Attorney of Max Fuller Family Limited Partnership (incorporated by reference to Exhibit 99.7 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

 

Power of Attorney of Lisa M. Pate (incorporated by reference to Exhibit 99.8 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Power of Attorney of Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate (incorporated by reference to Exhibit 99.9 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Power of Attorney of Quinn Family Partners, L.P. (incorporated by reference to Exhibit 99.10 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Voting Agreement, dated June 13, 2018, by and among by Max L. Fuller, Janice Fuller, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, Quinn Family Partners, L.P. (incorporated by reference to Exhibit 99.11 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Stockholders’ Agreement, dated June 13, 2018, by and among the Issuer, Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, Quinn Family Partners, L.P., Patrick Quinn Non-GST Marital Trust, Patrick Quinn GST Marital Trust, Patrick Quinn GST Tennessee Gap Trust, Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Renee A. Daly, Max L. Fuller, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, and Max L. Fuller 2008 Irrevocable Trust FBO Christopher M. Fuller (incorporated by reference to Exhibit 99.12 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Registration Rights Agreement, dated June 13, 2018, by and among the Issuer, Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, Quinn Family Partners, L.P., Patrick Quinn Non-GST Marital Trust, Patrick Quinn GST Marital Trust, Patrick Quinn GST Tennessee Gap Trust, Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Renee A. Daly, Max L. Fuller, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, and Max L. Fuller 2008 Irrevocable Trust FBO Christopher M. Fuller (incorporated by reference to Exhibit 99.13 of the Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018)

Amendment to Stockholders’ Agreement, dated May 24, 2019, by and among the Issuer, Lisa M. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, Quinn Family Partners, L.P., Patrick Quinn Non-GST Marital Trust, Patrick Quinn GST Marital Trust, Patrick Quinn GST Tennessee Gap Trust, Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Patrick Brian Quinn, Anna Marie Quinn 2012 Irrevocable Trust FBO Renee A. Daly, Renee A. Daly, Max L. Fuller, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Max L. Fuller 2008 Irrevocable Trust FBO Stephen C. Fuller, and Max L. Fuller 2008 Irrevocable Trust FBO Christopher M. Fuller (incorporated by reference to Exhibit 99.15 of the Schedule 13D/A filed with the Securities and Exchange Commission on May 31, 2019)

Loan Agreement, dated September 17, 2019, by and among Fuller Family Enterprises, LLC, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Max Fuller, Janice Fuller, and SMARTBANK, a Tennessee banking corporation (incorporated by reference to Exhibit 99.15 of the Schedule 13D/A filed with the Securities and Exchange Commission on September 19, 2019)

Power of Attorney of FSBSPE 1, LLC (incorporated by reference to Exhibit 99.16 of the Schedule 13D/A filed with the Securities and Exchange Commission on September 19, 2019)

Power of Attorney of FSBSPE 2, LLC (incorporated by reference to Exhibit 99.17 of the Schedule 13D/A filed with the Securities and Exchange Commission on September 19, 2019)

Power of Attorney of FSBSPE 3, LLC (incorporated by reference to Exhibit 99.18 of the Schedule 13D/A filed with the Securities and Exchange Commission on September 19, 2019)

Agreement and Plan of Merger, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., Knight-Swift Transportation Holdings Inc. and Liberty Merger Sub Inc.† (incorporated by reference to Exhibit 99.19 of the Schedule 13D/A filed with the Securities and Exchange Commission on March 23, 2023)

Rollover Agreement, dated as of March 20, 2023, by and among Knight-Swift Transportation Holdings Inc., Liberty Holdings Topco LLC, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (incorporated by reference to Exhibit 99.20 of the Schedule 13D/A filed with the Securities and Exchange Commission on March 23, 2023)

Irrevocable Proxy and Agreement, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., the members of the Special Committee, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (incorporated by reference to Exhibit 99.21 of the Schedule 13D/A filed with the Securities and Exchange Commission on March 23, 2023)

Second Amendment to Stockholders’ Agreement, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., Max L. Fuller, Fuller Family Enterprises, LLC, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, William E. Fuller, Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Irrevocable Trust FBO Stephen C. Fuller and Irrevocable Trust FBO Christopher M. Fuller (incorporated by reference to Exhibit 99.22 of the Schedule 13D/A filed with the Securities and Exchange Commission on March 23, 2023)

MAX L. FULLER, individually

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

JANICE FULLER, individually

/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

FULLER FAMILY ENTERPRISES, LLC, by Max L. Fuller, as member

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

FSBSPE 1, LLC, by Max L. Fuller, as manager

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

FSBSPE 2, LLC, by Max L. Fuller, as manager

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

FSBSPE 3, LLC, by Max L. Fuller, as manager

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

WILLIAM ERIC FULLER, individually

/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

MAX L. FULLER 2008 IRREVOCABLE TRUST FBO WILLIAM E. FULLER, by William Eric Fuller, as trustee

MAX FULLER FAMILY LIMITED PARTNERSHIP, by William Eric Fuller, as managing general partner

LISA M. PATE, individually

/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed

ANNA MARIE QUINN 2012 IRREVOCABLE TRUST FBO LISA M. PATE, by Lisa M. Pate, as trustee

QUINN FAMILY PARTNERS, L.P., by Lisa M. Pate, as managing general partner