SEC Form SC 13D/A filed by U.S. Xpress Enterprises Inc. (Amendment)
$USX
Trucking Freight/Courier Services
Industrials
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 13th Street, 2nd Floor
Lincoln, NE 68508
May 19, 2022
__________________________________________________________________________________
(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
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1.
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Names of Reporting Persons
Max L. Fuller
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
AF, BK, PF, OO
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||
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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||
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6.
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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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7.
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Sole Voting Power
10,473,782(1)
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8.
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Shared Voting Power
15,777,083(2)
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9.
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Sole Dispositive Power
553,524(3)
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10.
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Shared Dispositive Power
9,920,258(4)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(5)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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||
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13.
|
Percent of Class Represented by Amount in Row (11)
35.7%(6)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Includes (i) 113,190 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 56,878 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) 43,983 options to purchase Class A common stock held directly by Mr. Max Fuller, (v) 6,158 options to purchase Class A common stock held directly by Mr. Max Fuller that are scheduled to be vest on June 13, 2022, (vi)
333,315 shares of Class B common stock held directly by Mr. Max Fuller, (vii) 2,753,926 shares of Class B common stock held by FSBSPE 1, LLC (“FSBSPE 1”), a wholly owned subsidiary of Fuller Family Enterprises, (viii) 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 (ix) 2,753,925 shares of Class B common stock held by FSBSPE 3, LLC (“FSBSPE 3”), a wholly owned subsidiary of Fuller
Family Enterprises.
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(2)
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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, and Quinn Family Partners, L.P. (“Quinn Family
Partners”). 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.
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(3)
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Includes (i) 113,190 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 56,878 shares of Class A common stock held directly by Mr. Max Fuller, (iii) 43,983
options to purchase Class A common stock held directly by Mr. Max Fuller, (iv) 6,158 options to purchase Class A common stock held directly by Mr. Max Fuller that are scheduled to be vest on June 13, 2022, and (v) 333,315 shares of Class B
common stock held directly by Mr. Max Fuller.
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(4)
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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.
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(5)
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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.
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(6)
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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-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and
15,777,083 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and
(iii) 26,479 options to purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents
approximately 71.0% of the voting power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
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1.
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Names of Reporting Persons
Janice Fuller
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
AF, BK, PF, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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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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7.
|
Sole Voting Power
0(1)
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8.
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Shared Voting Power
0(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
11,913,527(2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
35.7%(4)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
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1.
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Names of Reporting Persons
Fuller Family Enterprises, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
AF, BK, OO
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||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Nevada
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
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7.
|
Sole Voting Power
9,920,258(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
9,920,258(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
35.7%(3)
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14.
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Type of Reporting Person (See Instructions)
OO
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(1)
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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.
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(2)
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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.
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(3)
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As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
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1.
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Names of Reporting Persons
FSBSPE 1, LLC
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
|
||
|
4.
|
Source of Funds (See Instructions)
AF, BK, OO
|
||
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
||
|
6.
|
Citizenship or Place of Organization
Nevada
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Number of
Shares Beneficially
Owned by Each
Reporting
Person with
|
7.
|
Sole Voting Power
2,753,926
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8.
|
Shared Voting Power
0
|
||
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9.
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Sole Dispositive Power
2,753,926
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10.
|
Shared Dispositive Power
0
|
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(1)
|
||
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
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13.
|
Percent of Class Represented by Amount in Row (11)
35.7%(2)
|
||
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14.
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Type of Reporting Person (See Instructions)
OO
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||
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(1)
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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.
|
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(2)
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As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
|
1.
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Names of Reporting Persons
FSBSPE 2, LLC
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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
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8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
2,753,925
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|
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10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(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)
35.7%(2)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
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||
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(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.
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
|
1.
|
Names of Reporting Persons
FSBSPE 3, LLC
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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
|
||
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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
18,529,205(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)
35.7%(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.
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
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CUSIP NO.: 90338N202
|
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
5,160,591(1)
|
|
|
8.
|
Shared Voting Power
15,777,083(2)
|
||
|
|
9.
|
Sole Dispositive Power
3,167,332(3)
|
|
|
10.
|
Shared Dispositive Power
1,993,269(4)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(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)
35.7%(6)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
|
(1)
|
Includes (i) 440,079 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 156,969 shares of Class A common stock held directly by Mr. Eric Fuller, (iii)
145,143 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 20,321 options to purchase Class A common stock held directly by Mr. Eric Fuller that are scheduled to vest on June 13, 2022, (v) 795,197 shares of
Class B common stock held directly by Mr. Eric Fuller, (vi) 1,993,269 shares of Class B common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, and (vii) 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) 440,079 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 156,969 shares of Class A common stock held directly by Mr. Eric Fuller, (iii)
145,143 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 20,321 options to purchase Class A common stock held directly by Mr. Eric Fuller that are scheduled to vest on June 13, 2022, (v) 795,197 shares of
Class B common stock held directly by Mr. Eric Fuller, and (vi) 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.
|
|
|
|
(6)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
18,529,205(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)
35.7%(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.
|
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
18,529,205(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)
35.7%(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.
|
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
2,894,832(1)
|
|
|
8.
|
Shared Voting Power
15,777,083(2)
|
||
|
|
9.
|
Sole Dispositive Power
2,894,832(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(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)
35.7%(4)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
|
(1)
|
Includes (i) 110,919 shares of Class A common stock held directly by Ms. Pate, (ii) 319,994 shares of Class B common stock held directly by Ms. Pate, (iii) 2,313,914 shares of Class B
common stock held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, over which Ms. Pate serves as the sole trustee and has sole voting and dispositive power, and (iv) 150,005 shares of Class B 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 Class B common stock subject to the Voting Agreement.
|
|
|
(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.
|
|
|
|
(4)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
2,313,914
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
2,313,914
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
18,529,205(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)
35.7%(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.
|
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
18,529,205(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)
35.7%(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.
|
|
|
|
(2)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
|
Item 1.
|
Security and Issuer.
|
This Amendment No. 7 (this “Amendment”) 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, and Amendment No. 6 to the Original Statement filed on May 15, 2020, 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.
|
Purpose of Transaction.
|
Item 4 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:
Between May 10, 2022 and May 19, 2022, Fuller Family Enterprises purchased 569,712 shares of Class A common stock, in a series of open market transactions. The purchases were made for investment
purposes. Item 5 below reports additional details regarding the purchases.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:
(a) – (b)
Based upon the number of shares reported as outstanding in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022 and including the restricted Class A common stock,
exercisable options to purchase Class A common stock, options to purchase Class A common stock that are scheduled to vest on June 13, 2022 held by the parties to the Voting Agreement, there are 51,905,119(1) shares of Class A and Class B
common stock outstanding. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners (pursuant to Rule 13d-3) of an aggregate of 18,529,205(2) shares of the Issuer's common stock, representing approximately
35.7%(3) of the issued and outstanding shares of common stock of the Issuer. The filing of this Amendment shall not be construed as an admission that any Reporting Person is, for purposes of sections 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any securities covered by this Amendment.
Included in the aggregate amount of common stock beneficially owned by Mr. Max Fuller are (i) 113,190 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 56,878 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, 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) 43,983 options to purchase Class A common stock held directly by Mr. Max Fuller, (v) 6,158 options to purchase Class A common stock held directly by Mr. Max Fuller that are scheduled to be vest on June
13, 2022, (vi) 333,315 shares of Class B common stock held directly by Mr. Max Fuller, (vii) 2,753,926 shares of Class B common stock held by FSBSPE 1, (viii) 2,753,925 shares of Class B common stock held by FSBSPE 2, and (ix) 2,753,925 shares of
Class B common stock held by FSBSPE 3.
Included in the aggregate amount of common stock beneficially owned by Ms. Janice Fuller are (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 (vi) 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.
Included in the aggregate amount of common stock beneficially owned by Fuller Family Enterprises are (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.
Included in the aggregate amount of common stock beneficially owned by FSBSPE 1 are 2,753,926 shares of Class B common stock held by FSBSPE 1.
Included in the aggregate amount of common stock beneficially owned by FSBSPE 2 are 2,753,925 shares of Class B common stock held by FSBSPE 2.
Included in the aggregate amount of common stock beneficially owned by FSBSPE 3 are 2,753,925 shares of Class B common stock held by FSBSPE 3.
Included in the aggregate amount of common stock beneficially owned by Mr. Eric Fuller are (i) 440,079 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 156,969
shares of Class A common stock held directly by Mr. Eric Fuller, (iii) 145,143 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 20,321 options to purchase Class A common stock held directly by Mr. Eric Fuller that are
scheduled to vest on June 13, 2022, (v) 795,197 shares of Class B common stock held directly by Mr. Eric Fuller, (vi) 1,993,269 shares of Class B common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, and (vii)
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.
Included in the aggregate amount of common stock beneficially owned by Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller are 1,993,269 shares of Class B common stock held by the Max L.
Fuller 2008 Irrevocable Trust FBO William E. Fuller.
Included in the aggregate amount of common stock beneficially owned by Max Fuller Family Limited Partnership are 1,609,613 shares of Class B common stock held by the Max Fuller Family Limited
Partnership.
Included in the aggregate amount of common stock beneficially owned by Ms. Pate are (i) 110,919 shares of Class A common stock held directly by Ms. Pate, (ii) 319,994 shares of Class B common stock
held directly by Ms. Pate, (iii) 2,313,914 shares of Class B common stock held by the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate, over which Ms. Pate serves as the sole trustee and has sole voting and dispositive power, and (iv)
150,005 shares of Class B common stock held by Quinn Family Partners, over which Ms. Pate serves as the managing general partner and has sole voting and dispositive power.
Included in the aggregate amount of common stock beneficially owned by Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate are 2,313,914 shares of Class B common stock held by the Anna Marie
Quinn 2012 Irrevocable Trust FBO Lisa M. Pate.
Included in the aggregate amount of common stock beneficially owned by Quinn Family Partners are 150,005 shares of Class B common stock held by Quinn Family Partners.
________________
|
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-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class B common stock outstanding. Furthermore, collectively
the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to purchase Class A common stock that are scheduled to vest on
June 13, 2022.
|
|
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. 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.
|
|
3.
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022, there were 35,359,162 shares of Class A common stock and 15,777,083 shares of Class
B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have (i) 553,269 shares of restricted Class A common stock, (ii) 189,126 options to purchase Class A common stock, and (iii) 26,479 options to
purchase Class A common stock that are scheduled to vest on June 13, 2022. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.0% of the voting
power of all outstanding Issuer stock.
|
(c) No transactions in the Issuer's common stock were effected by the Reporting
Persons during the past sixty days, except for the following purchases of Class A common stock by Fuller Family Enterprises, in a series of open market transactions, on the dates and at the weighted average sales price and range of prices indicated
below:
|
Date of Transaction
|
Shares of Class A Common Stock Purchased
|
Weighted Average Price per Share
|
Range of Prices per Share
|
|||
|
May 10, 2022
|
69,274
|
$2.8748
|
$2.73 to $3.00
|
|||
|
May 11, 2022
|
117,484
|
$2.9819
|
$2.925 to $3.00
|
|||
|
May 12, 2022
|
118,108
|
$2.9895
|
$2.95 to $3.00
|
|||
|
May 16, 2022
|
29,043
|
$3.2436
|
$3.205 to $3.28
|
|||
|
May 18, 2022
|
154,803
|
$3.1964
|
$3.065 to $3.35
|
|||
|
May 19, 2022
|
81,000
|
$3.0980
|
$3.06 to $3.18
|
Fuller Family Enterprises undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer, or a stockholder of the Issuer, full information regarding the number of
shares purchased at each separate price.
(d) Not applicable
(e) Not applicable
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
Joint Filing Agreement, dated September 17, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 of the Schedule 13D/A filed with the Securities and
Exchange Commission on September 19, 2019)
|
|
|
|
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)
|
||
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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)
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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)
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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)
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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)
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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)
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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)
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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)
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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.
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MAX L. FULLER, individually
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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JANICE FULLER, individually
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/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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FULLER FAMILY ENTERPRISES, LLC, by Max L. Fuller, as member
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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FSBSPE 1, LLC, by Max L. Fuller, as manager
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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FSBSPE 2, LLC, by Max L. Fuller, as manager
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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FSBSPE 3, LLC, by Max L. Fuller, as manager
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/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith
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WILLIAM ERIC FULLER, individually
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/s/ William Eric 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 WILLIAM E. FULLER, by William Eric Fuller, as trustee
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/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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MAX FULLER FAMILY LIMITED PARTNERSHIP, by William Eric Fuller, as managing general partner
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/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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LISA M. PATE, individually
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/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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ANNA MARIE QUINN 2012 IRREVOCABLE TRUST FBO LISA M. PATE, by Lisa M. Pate, as trustee
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/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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QUINN FAMILY PARTNERS, L.P., by Lisa M. Pate, as managing general partner
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/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
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Dated: May 24, 2022