Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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 5, 2020
__________________________________________________________________________________
(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
|
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
9,328,890(1)
|
|
|
8.
|
Shared Voting Power
15,807,095(2)
|
||
|
|
9.
|
Sole Dispositive Power
306,259(3)
|
|
|
10.
|
Shared Dispositive Power
9,022,631(4)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(6)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
|
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
11,015,900(2)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(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) 760,855 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.
|
|
|
|
(4)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
9,022,631(1)
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
9,022,631(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(3)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
|
|
(1)
|
Includes (i) 760,855 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.
|
|
|
(3)
|
As reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
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
4,642,113(1)
|
|
|
8.
|
Shared Voting Power
15,807,095(2)
|
||
|
|
9.
|
Sole Dispositive Power
2,648,844(3)
|
|
|
10.
|
Shared Dispositive Power
1,993,269(4)
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(6)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
CUSIP NO.: 90338N202
|
1.
|
Names of Reporting Persons
Max Fuller Family Limited Partner
ship
|
||
|
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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% 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
3,164,832(1)
|
|
|
8.
|
Shared Voting Power
15,807,095(2)
|
||
|
|
9.
|
Sole Dispositive Power
3,164,832(1)
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(4)
|
||
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
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
2,583,914
|
|
|
8.
|
Shared Voting Power
0
|
||
|
|
9.
|
Sole Dispositive Power
2,583,914
|
|
|
10.
|
Shared Dispositive Power
0
|
||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% 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
17,135,835(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)
34.6%(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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% of the voting power of all outstanding Issuer stock.
|
|
Item 1.
|
Security and Issuer.
|
This Amendment No. 6 (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, and Amendment No. 5 to the Original Statement filed on September 19, 2019, 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 2.
|
Identity and Background.
|
(a) This Amendment is being filed jointly on behalf of Max L. Fuller, Janice Fuller, Fuller Family Enterprises, LLC, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, William
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, Quinn Family Partners, L.P. (collectively, the "Reporting Persons"
and each a “Reporting Person”). The Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Neither the filing of this Amendment, nor the filing of the
Original Statement, however, should be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3).
(b) The business address of the Reporting Persons is 4080 Jenkins Road, Chattanooga, TN 37421.
(c)
Mr. Max Fuller
The principal occupation Mr. Max Fuller is Executive Chairman of the Issuer. The principal business address of the Issuer is 4080 Jenkins Road, Chattanooga, TN 37421.
Ms. Janice Fuller
The principal occupation Ms. Janice Fuller is homemaker. Ms. Janice Fuller’s principal business address is 4080 Jenkins Road, Chattanooga, TN 37421.
Fuller Family Enterprises, LLC
Fuller Family Enterprises is a limited liability company established under the laws of the State of Nevada. Fuller Family Enterprises has no principal business other than aiding
in Mr. Max Fuller and Ms. Janice Fuller’s asset management needs. Fuller Family Enterprises’ principal business address is 4080 Jenkins Road, Chattanooga, TN 37421. Mr. Max Fuller and Ms. Janice Fuller are the members of Fuller Family Enterprises
and have shared dispositive power and Mr. Max Fuller has sole voting power.
FSBSPE 1, LLC
FSBSPE 1 is a limited liability company established under the laws of the State of Nevada. FSBSPE 1 has no principal business other than aiding in Mr. Max Fuller and Ms. Janice
Fuller’s asset management needs. FSBSPE 1’s principal business address is 4080 Jenkins Road, Chattanooga, TN 37421. FSBSPE 1 is a wholly owned subsidiary of Fuller Family Enterprises. Mr. Max Fuller is the sole manager of FSBSPE 1 and has sole
voting power. Mr. Max Fuller and Ms. Janice Fuller have shared dispositive power.
FSBSPE 2, LLC
FSBSPE 2 is a limited liability company established under the laws of the State of Nevada. FSBSPE 2 has no principal business other than aiding in Mr. Max Fuller and Ms. Janice
Fuller’s asset management needs. FSBSPE 2’s principal business address is 4080 Jenkins Road, Chattanooga, TN 37421. FSBSPE 2 is a wholly owned subsidiary of Fuller Family Enterprises. Mr. Max Fuller is the sole manager of FSBSPE 2 and has sole
voting power. Mr. Max Fuller and Ms. Janice Fuller have shared dispositive power.
FSBSPE 3, LLC
FSBSPE 3 is a limited liability company established under the laws of the State of Nevada. FSBSPE 3 has no principal business other than aiding in Mr. Max Fuller and Ms. Janice
Fuller’s asset management needs. FSBSPE 3’s principal business address is 4080 Jenkins Road, Chattanooga, TN 37421. FSBSPE 3 is a wholly owned subsidiary of Fuller Family Enterprises. Mr. Max Fuller is the sole manager of FSBSPE 3 and has sole
voting power. Mr. Max Fuller and Ms. Janice Fuller have shared dispositive power.
Mr. Eric Fuller
The principal occupation Mr. Eric Fuller is President and Chief Executive Officer of the Issuer. The principal business address of the Issuer is 4080 Jenkins Road, Chattanooga,
TN 37421.
Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller
Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller is a trust established under the laws of the State of Tennessee. Max L. Fuller 2008 Irrevocable Trust FBO William E.
Fuller has no principal business other than aiding in Mr. Eric Fuller’s asset management needs. Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller’s principal business address is
4080 Jenkins Road, Chattanooga, TN 37421. Mr. Eric Fuller and
Ms. Janice Fuller are the co-trustees of the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and have shared dispositive power and Mr. Eric Fuller has sole voting power.
Max Fuller Family Limited Partnership
Max Fuller Family Limited Partnership is a family limited partnership established under the laws of the State of Nevada. Max Fuller Family Limited Partnership has no principal
business other than aiding in family asset management needs. Max Fuller Family Limited Partnership’s principal business address is 4080 Jenkins Road, Chattanooga, TN 37421. Mr. Eric Fuller serves as the managing general partner of Max Fuller Family
Limited Partnership and has sole voting and dispositive power.
Ms. Lisa Pate
Ms. Pate is self-employed in farm operations. The principal business address of Ms. Pate is 11227 Meadowview Road, Georgetown, TN 37336.
Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate
Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate is a trust established under the laws of the State of Tennessee. Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate
has no principal business other than aiding in Ms. Pate’s asset management needs. Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate’s principal business address is 11227 Meadowview Road, Georgetown, TN 37336. Ms. Pate is the sole trustee of
Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate and has sole voting and dispositive power.
Quinn Family Partners, L.P.
Quinn Family Partners is a family limited partnership established under the laws of the State of Nevada. Quinn Family Partners has no principal business other than aiding in
family asset management needs. Quinn Family Partners’ principal business address is 11227 Meadowview Road, Georgetown, TN 37336. Ms. Pate serves as the managing general partner of Quinn Family Partners and has sole voting and dispositive power.
(d) – (e) During the last five years, neither Mr. Max Fuller, Ms. Janice
Fuller, Fuller Family Enterprises, FSBSPE 1, FSBSPE 2, FSBSPE 3, Mr. Eric Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Ms. Pate, Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M.
Pate, nor Quinn Family Partners. has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Messrs. Max Fuller and Eric Fuller and Mses. Janice Fuller and Pate are citizens of the United States of America.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:
On May 5, 2020, the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate adopted a written sales plan with Morgan Stanley in accordance Rule 10b5-1 and Issuer's policies
regarding stock transactions (the "2020 Pate 10b5-1 Plan"). Under the 2020 Pate 10b5-1 Plan, the Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate intends to sell up to 420,000 shares of the Issuer's Class B common stock, which will
automatically convert into Class A common stock upon sale, subject to certain market conditions. Sales may commence on May 19, 2020 and would be completed by May 18, 2021. The 2020 Pate 10b5-1 Plan is intended to permit the orderly disposition of a
portion of Ms. Pate’s holdings as part of her personal long-term financial plan for asset diversification and liquidity. All sales under the 2020 Pate 10b5-1 Plan are to be made in the discretion of Morgan Stanley and in accordance with the terms,
conditions, and restrictions of such plan. Ms. Pate does not have any control, influence, or authority over sales made pursuant to the 2020 Pate 10b5-1 Plan.
|
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 6, 2020 and including the options to
purchase Class A common stock held by the parties to the Voting Agreement that are scheduled to vest on June 13, 2020, there are 49,454,228(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 17,135,835(2) shares of the Issuer's common stock, representing approximately 34.6%(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) 79,120 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii)
6,332 shares of Class A common stock held directly by Mr. Max Fuller, (iii) 760,855 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) 14,660 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, 2020, (vi) 199,989 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) 760,855 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) 760,855 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) 261,096 shares of restricted Class A common stock held directly by Mr. Eric Fuller,
(ii) 20,899 shares of Class A common stock held directly by Mr. Eric Fuller, (iii) 48,381 options to purchase Class A common stock held directly by Mr. Eric Fuller, (iv) 20,320 options to purchase Class A common stock held directly by Mr. Eric Fuller
that are scheduled to vest on June 13, 2020, (v) 688,535 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) 2,583,914 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 2,583,914 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 6, 2020, there were 33,620,655 shares of Class A common stock and 15,807,095 shares of Class B common stock outstanding.
Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020.
|
|
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 6, 2020, there were 33,620,655 shares of Class A common stock and
15,807,095 shares of Class B common stock outstanding. Furthermore, collectively the parties to the Voting Agreement have 26,478 options to purchase Class A common stock that are scheduled to vest on June 13, 2020. As a result of the
two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Person represents approximately 71.3% 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.
(e) Not applicable
|
Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.
|
Item 6 of the Original Statement, as amended, is hereby amended and supplemented by adding the following information:
The description of the 2020 Pate 10b5-1 Plan is incorporated herein by reference.
|
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)
|
||
|
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)
|
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.
|
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 filed herewith
|
|
|
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 filed herewith
|
|
|
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 filed herewith
|
|
|
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
|
|
|
/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
|
MAX FULLER FAMILY LIMITED PARTNERSHIP, by William Eric Fuller, as managing general partner
|
|
|
/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney previously filed
|
|
|
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 ge
neral 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 15, 2020