Sec Form 13D Filing - FULLER MAX L filing for US XPRESS ENTERPRISES INC (USX) - 2023-07-05

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

Max L. Fuller

4080 Jenkins Road

Chattanooga, Tennessee

Telephone: (423) 510-3000

__________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Heidi Hornung-Scherr

Scudder Law Firm, P.C., L.L.O.

411 South 13^th Street, 2^nd Floor

Lincoln, NE 68508

June 30, 2023

__________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

CUSIP NO.:  90338N202

This Amendment No. 10 (this “Amendment No. 10”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 26, 2018 (the “Original Statement”), as amended by Amendment No. 1 to the Original Statement filed on February 22, 2019, Amendment No. 2 to the Original Statement filed on May 9, 2019, Amendment No. 3 to the Original Statement filed on May 31, 2019, Amendment No. 4 to the Original Statement filed on June 4, 2019, Amendment No. 5 to the Original Statement filed on September 19, 2019, Amendment No. 6 to the Original Statement filed on May 15, 2020, Amendment No. 7 to the Original Statement filed on May 24, 2022, Amendment No. 8 to the Original Statement filed on March 23, 2023 (“Amendment No. 8”), and Amendment No. 9 to the Original Statement filed on March 24, 2023, relates to the Class A common stock, par value $0.01 per share, of U.S. Xpress Enterprises Inc., a Nevada corporation. The principal executive offices of the Issuer are located at 4080 Jenkins Road, Chattanooga, TN 37421. Information contained in the Original Statement, as amended, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment.

Item 4 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:

As previously disclosed, on March 20, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”). On July 1, 2023, pursuant to the Merger Agreement, Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly-owned subsidiary of Knight-Swift. The Closing Date (as defined in the Merger Agreement) was on June 30, 2023 and the Effective Time (as defined in the Merger Agreement) was on July 1, 2023. On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Class A common stock, par value $0.01, and Class B common stock, par value $0.01 (collectively, the “Issuer Common Stock”) issued and outstanding immediately prior to the Effective Time were converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Issuer Common Stock owned by the Issuer as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Issuer Restricted Shares (as described in Amendment No. 8) and (iii) any shares of Issuer Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Issuer (including the shares subject to the Rollover Agreement described below).

The Merger Agreement provided that, in lieu of receipt of the Per Share Price for 5,266,862 shares of Issuer Common Stock (the “Rollover Shares”), Mr. Max Fuller, FSBSPE 1, FSBSPE 2, FSBSPE 3, Fuller Family Enterprises, Mr. Eric Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) would, on the Closing Date, contribute the Rollover Shares to Liberty Holdings Topco LLC, a subsidiary of Knight-Swift (“Holdings”), in exchange for an equal number of units of Holdings, pursuant to the Rollover Agreement (as described in Amendment No. 8). Accordingly, on the Closing Date, the Rollover Holders contributed the following Rollover Shares to Holdings, in exchange for an equal number of units of Holdings:

In connection with the closing of the Merger, Mr. Max Fuller and Mr. Eric Fuller resigned from all positions with the Issuer and all then-unvested equity awards held Mr. Max Fuller and Mr. Eric Fuller were forfeited for no consideration or payment. Pursuant to the Merger Agreement, all options to purchase shares of Issuer Common Stock outstanding immediately prior to the Effective Time were cancelled for no consideration or payment at the Effective Time.

At the Effective Time, the shares of Issuer Common Stock then-held by the Reporting Persons were converted into the right to receive the Per Share Price as follows:

On July 3, 2023, the New York Stock Exchange filed on Form 25. The Issuer expects to file a Form 15 in order to delist and deregister all shares of Class A Common Stock at the time such filing is permitted under the rules of the Securities and Exchange Commission.

As a result of the foregoing, each of the Reporting Persons ceased to beneficially own 5% or more of the Class A Common Stock as of the Effective Time.

Item 5 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:

(a) – (b)      As a result of the transactions discussed in Item 4 of this Amendment No. 10, the Reporting Persons do not beneficially own any of the Issuer Common Stock as of the Effective Time.

(c)               Except for the transactions discussed in Item 4 of this Amendment No. 10, no transactions in the Issuer Common Stock were effected by the Reporting Persons during the past sixty days.

  (d)              Not applicable.

(e)             As a result of the transactions discussed in Item 4 of this Amendment No. 10, each of the Reporting Persons ceased to beneficially own 5% or more of the Class A Common Stock as of the Effective Time.

Item 6 of the Original Statement, as amended, is hereby amended and supplemented to incorporate by reference the information in Item 4 of this Amendment No. 10.

 

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Reporting Persons hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.

 

Dated: July 5, 2023