Sec Form 4 Filing - QUINN PATRICK E @ US XPRESS ENTERPRISES INC - 2007-10-12

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 QUINN PATRICK E 2. Issuer Name and Ticker or Trading Symbol US XPRESS ENTERPRISES INC [ XPRSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chairman & President (Last) (First) (Middle) 4080 JENKINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2007 (Street) CHATTANOOGA, TN37421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 A Common Stock 10/12/2007 J( 1 ) 1,440,855 D 0 D Class A Common Stock 10/12/2007 J( 1 ) 1,440,855 A 1,440,855 I by NMLAC Class A Common Stock 10/12/2007 J( 2 ) 300,000 D 0 I by Partnership Class A Common Stock 10/12/2007 J( 2 ) 300,000 A 1,740,855 I by NMLAC Class B Common Stock 10/12/2007 J( 3 ) 1,520,131 D 0 D Class A Common Stock 10/12/2007 J( 3 ) 1,520,131 A 3,260,986 I by NMLAC Class A Common Stock 10/12/2007 J( 4 ) 3,123,881 A 6,384,867 I by NMLAC Class A Common Stock 10/12/2007 P( 5 ) 8,130,055 A $ 20.1 14,514,922 I by NMLAC Class A Common Stock 10/12/2007 J( 6 ) 2,992 ( 6 ) D $ 20.1 0 I by 401(k) Plan Class A Common Stock 10/12/2007 A( 7 ) 0 ( 7 ) A $ 20.1 5,000 ( 8 ) I by NMLH

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 Stock Options (Right-to-Buy) $ 13.9 10/12/2007 D 50,000 ( 9 ) 02/05/2014 Class A Common Stock 50,000 ( 9 ) 0 D Stock Options (Right-to-Buy) $ 11.5 10/12/2007 D 30,000 ( 10 ) 05/15/2012 Class A Common Stock 30,000 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other QUINN PATRICK E 4080 JENKINS ROAD CHATTANOOGA, TN37421 X X Co-Chairman & President Signatures /s/ Patrick E. Quinn 10/16/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In furtherance of the transactions contemplated by the tender offer described in note 5 below (the "Offer") and the merger of New Mountain Lake Acquisition Company ("NMLAC") with and into the Issuer (the "Merger"), the reporting person contributed 1,440,855 shares of the Issuer?s Class A Common Stock to NMLAC. In exchange, the reporting person received membership units of New Mountain Lake Holdings, LLC ("NMLH"), the parent of NMLAC. ( 2 )In furtherance of the transactions contemplated by the Offer and the Merger, Quinn Family Partners, of which Mr. Quinn?s spouse is the General Partner, contributed 300,000 shares of the Issuer?s Class A Common Stock to NMLAC. In exchange, Quinn Family Partners received membership units of NMLH. ( 3 )In furtherance of the transactions contemplated by the Offer and the Merger, the reporting person contributed 1,520,131 shares of the Issuer?s Class B Common Stock to NMLAC, which were converted to Class A Common Stock upon such contribution. In exchange, the reporting person received membership units of NMLH. ( 4 )In furtherance of the transactions contemplated by the Offer and the Merger, Max L. Fuller and the Max Fuller Family Limited Partnership contributed an aggregate of 1,603,750 shares of the Issuer's Class A Common Stock and 1,520,131 shares of the Issuer's Class B Common Stock to NMLAC. The shares of Class B Common Stock were converted to Class A Common Stock upon such contribution. ( 5 )On October 12, 2007, NMLAC accepted for payment all shares of the Issuer's Class A Common Stock validly tendered and not withdrawn pursuant to NMLAC's Offer to Purchase dated September 12, 2007. As of the expiration of such tender offer, a total of approximately 8,130,055 shares of the Issuer's Class A Common Stock had been validly tendered and not withdrawn (including shares tendered by notices of guaranteed delivery). ( 6 )The number of shares is equal to the reporting person?s October 9, 2007 account balance, the last balance available under the Issuer?s XPRE$$AVINGS 401(K) Plan, in the employer?s stock fund, divided by the closing price on October 9, 2007. The fund is unitized and as such does not itself allocate a specific number of shares to each participant. These 2,992 shares of the Issuer's Class A Common Stock were disposed of pursuant to the Merger in exchange for a cash payment of $20.10 per share (the "Merger Consideration"). ( 7 )In the Merger, NMLH effectively acquired all untendered shares of the Issuer?s Class A Common Stock (other than shares owned by the Issuer, NMLAC, NMLH, or any of their direct or indirect wholly owned subsidiaries, which shares were cancelled pursuant to the Merger) in exchange for the Merger Consideration. At the effective time of the Merger, there were approximately 1,037,044 such shares of the Issuer?s Class A Common Stock outstanding. ( 8 )Under the terms of the Plan of Merger and the Merger, the number of shares of the Issuer?s common stock outstanding after the Merger is significantly less than the number of shares that were publicly traded and is not related to the number of shares of the Issuer?s common stock outstanding prior to the Merger. ( 9 )The options to buy 50,000 shares of the Issuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in three annual installments beginning February 5, 2005, were cancelled in connection with the Merger and no Merger Consideration was received. ( 10 )The options to buy 30,000 shares of the I ssuer?s Class A Common Stock under the Issuer?s 2002 Stock Incentive Plan, which originally provided for vesting in five equal annual installments of 6,000 shares beginning May 15, 2003, were cancelled in connection with the Merger and no Merger Consideration was received.

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