Sec Form 4 Filing - FULLER MAX L @ US XPRESS ENTERPRISES INC - 2023-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FULLER MAX L 2. Issuer Name and Ticker or Trading Symbol US XPRESS ENTERPRISES INC [ USX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) X __ Other (specify below) Executive Chairman/Member & Co-Trustee (Last) (First) (Middle) 4080 JENKINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2023 (Street) CHATTANOOGA, TN37421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 06/30/2023 J( 1 ) 266,652 D 133,326 D ( 2 ) Class B Common Stock 07/01/2023 D( 3 ) 133,326 D $ 6.15 ( 3 ) 0 D ( 2 ) Class A Common Stock 07/01/2023 D( 4 ) 121,692 D $ 0 ( 4 ) 99,396 D ( 2 ) Class A Common Stock 07/01/2023 D( 5 ) 99,396 D $ 6.15 ( 5 ) 0 D ( 2 ) Class B Common Stock 06/30/2023 J( 6 ) 2,753,925 D 5,507,851 I ( 7 ) Member Class B Common Stock 07/01/2023 D( 3 ) 5,507,851 D $ 6.15 ( 3 ) 0 I ( 7 ) Member Class A Common Stock 06/30/2023 J( 8 ) 602,458 D 1,056,024 I ( 9 ) Member Class A Common Stock 07/01/2023 D( 5 ) 1,056,024 D $ 6.15 ( 5 ) 0 I ( 9 ) Member Class B Common Stock 06/30/2023 J( 10 ) 916,993 D 1,076,276 I ( 11 ) Co-Trustee Class B Common Stock 07/01/2023 D( 3 ) 1,076,276 D $ 6.15 ( 3 ) 0 I ( 11 ) Co-Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FULLER MAX L 4080 JENKINS ROAD CHATTANOOGA, TN37421 X X Executive Chairman Member & Co-Trustee Fuller Family Enterprises, LLC 4080 JENKINS ROAD CHATTANOOGA, TN37421 X Fuller Janice 4080 JENKINS ROAD CHATTANOOGA, TN37421 X Co-Trustee Signatures /s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023 Signature of Reporting Person Date /s/ Max L. Fuller, member Fuller Family Enterprises, LLC, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023 Signature of Reporting Person Date /s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2023, pursuant to the Agreement and Plan of Merger, dated March 20, 2023 (the "Merger Agreement"), by and among the issuer, Knight-Swift Transportation Holdings, Inc. ("Parent"), and Liberty Merger Sub Inc.("Merger Subsidiary"), Merger Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as an indirect wholly-owned subsidiary of Parent. In connection with the Merger, on June 30, 2023, Mr. Max Fuller contributed 266,652 shares of Class B common stock to Liberty Holdings Topco LLC, a subsidiary of Parent ("Holdings"), in exchange for an equal number of units in Holdings. ( 2 )Shares held by Mr. Max Fuller. ( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class B common stock were cancelled and converted into the right to receive $6.15 in cash (the "Merger Consideration"). ( 4 )In connection with the closing of the Merger, Mr. Max Fuller resigned from all positions with the issuer and the 121,692 shares of Class A restricted stock then-held by Mr. Max Fuller were forfeited for no consideration or payment. ( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Class A common stock were cancelled and converted into the Merger Consideration. ( 6 )In connection with the Merger, on June 30, 2023, FSBSPE 3, LLC contributed 2,753,925 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings. ( 7 )Prior to the transaction described in footnote (6), 2,753,926 shares of Class B common stock were held by FSBSPE 1, LLC, 2,753,925 shares of Class B common stock were held by FSBSPE 2, LLC, and 2,753,925 shares of Class B common stock were held by FSBSPE 3, LLC. FSBSPE 1, LLC FSBSPE 2, LLC, and FSBSPE 3, LLC are wholly owned subsidiaries of Fuller Family Enterprises, LLC, in which Mr. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. ( 8 )In connection with the Merger, on June 30, 2023, Fuller Family Enterprises, LLC contributed 602,458 shares of Class A common stock to Holdings, in exchange for an equal number of units in Holdings. ( 9 )Shares held by Fuller Family Enterprises, LLC, in which M r. Max Fuller and Ms. Janice Fuller are each members. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. ( 10 )In connection with the Merger, on June 30, 2023, the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller (the "Trust") contributed 916,993 shares of Class B common stock to Holdings, in exchange for an equal number of units in Holdings. ( 11 )Shares held by the Trust, 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. Mr. Max Fuller and Ms. Janice Fuller each disclaim beneficial ownership of these securities except to the extent of his or her respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.

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