SEC Form 4: Reed James D returned $10,363,305 worth of shares to the company (326,712 units at $31.72) and was granted 21,171 shares, closing all direct ownership in the company
$USAK
Trucking Freight/Courier Services
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
USA TRUCK INC [ USAK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/15/2022 | D | 305,541(1)(2) | D | $31.72(1) | 0 | D | |||
| Common Stock | 09/15/2022 | A | 21,171(3) | A | $0 | 21,171 | D | |||
| Common Stock | 09/15/2022 | D | 21,171(3) | D | $31.72(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy common stock) | $17.75 | 09/15/2022 | D | 48,174 | (4) | 02/26/2029 | Common Stock | 48,174 | $13.97(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. On September 15, 2022, pursuant to an Agreement and Plan of Merger, dated as of June 23, 2022 (the "Merger Agreement"), among USA Truck, Inc. (the "Company"), Schenker, Inc. ("Parent"), and Tango Merger, Inc. ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company common stock (other than certain excluded shares) was converted into the right to receive $31.72 in cash (the "Merger Consideration") and each share of restricted stock of the Company became fully vested and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration. |
| 2. Includes 129,020 shares of restricted stock that became fully vested in connection with the Merger. |
| 3. The reporting person was previously granted performance stock units ("PSUs") which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding PSUs were deemed immediately vested and were cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration. |
| 4. This option to purchase shares of Company common stock ("Company stock option"), which provided for vesting in four equal annual installments beginning February 26, 2020, became vested at the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option. |
| /s/ Zachary B. King, Attorney-in-Fact | 09/15/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||