Filing Details

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

9,026,754⁽¹⁾

 

8.

Shared Voting Power

15,486,560⁽²⁾

 

 

9.

Sole Dispositive Power

76,038⁽³⁾

 

10.

Shared Dispositive Power

8,950,716⁽⁴⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,225,188⁽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)

33.7%⁽⁶⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 9,375 shares of restricted Class A common stock held directly by Mr. Max Fuller, (ii) 688,940 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, (iii) 66,663 shares of Class B common stock held directly by Mr. Max Fuller, and (iv) 8,261,776 shares of Class B common stock held by Fuller Family Enterprises.

(2)

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, Quinn Family Partners, L.P. (“Quinn Family Partners”). 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.

(3)

Includes (i) 9,375 shares of restricted Class A common stock held directly by Mr. Max Fuller and (ii) 66,663 shares of Class B common stock held directly by Mr. Max Fuller.

(4)

Includes (i) 688,940 shares of Class A common stock held by Fuller Family Enterprises and (ii) 8,261,776 shares of Class B common stock held by Fuller Family Enterprises.

(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)

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 prospectus dated June 13, 2018 filed in connection with the registration statement on Form S-1 (File No. 333-224711), as amended (the “Prospectus”), there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

10,943,985⁽²⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,225,188⁽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)

33.7%⁽⁴⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

In accordance with the operating agreement of Fuller Family Enterprises, Mr. Max Fuller has sole voting power with respect to the shares of common stock in Fuller Family Enterprises and 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) 688,940 shares of Class A common stock held by Fuller Family Enterprises, (ii) 8,261,776 shares of Class B common stock held by Fuller Family Enterprises, and (iii) 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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

8,950,716⁽¹⁾

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

8,950,716⁽¹⁾

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,225,188⁽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)

33.7%⁽³⁾

 

14.

Type of Reporting Person (See Instructions)

OO

 

 

(1)

Includes (i) 688,940 shares of Class A common stock held by Fuller Family Enterprises and (ii) 8,261,776 shares of Class B common stock held by Fuller Family Enterprises.

(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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

4,232,918⁽¹⁾

 

8.

Shared Voting Power

15,486,560⁽²⁾

 

 

9.

Sole Dispositive Power

2,239,649⁽³⁾

 

10.

Shared Dispositive Power

1,993,269⁽⁴⁾

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,225,188⁽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)

33.7%⁽⁶⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 30,938 shares of restricted Class A common stock held directly by Mr. Eric Fuller, (ii) 599,098 shares of Class B common stock held directly by Mr. Eric Fuller, (iii) 1,993,269 shares of Class B common stock held by the Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller, and (iv) 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.

(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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

 

Nevada

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

16,225,188⁽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)

33.7%⁽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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

16,225,188⁽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)

33.7%⁽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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

2,965,516⁽¹⁾

 

8.

Shared Voting Power

15,486,560⁽²⁾

 

 

9.

Sole Dispositive Power

2,965,516⁽¹⁾

 

10.

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,225,188⁽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)

33.7%⁽⁴⁾

 

14.

Type of Reporting Person (See Instructions)

IN

 

 

(1)

Includes (i) 9,375 shares of restricted Class A common stock held directly by Ms. Pate, (ii) 222,222 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. 

(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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

 

Nevada

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

16,225,188⁽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)

33.7%⁽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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

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

16,225,188⁽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)

33.7%⁽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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. 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.

Item 2.

Identity and Background.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer.

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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock.

 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 Prospectus, there were 32,714,624 shares of Class A common stock and 15,486,560 shares of Class B common stock outstanding following the initial public offering and exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. As a result of the two-class structure, the aggregate amount of common stock beneficially owned by the Reporting Persons represents approximately 71.0% of the voting power of all outstanding Issuer stock.

Date of Transaction

Class of Common Stock

Purchaser

Type of Transaction

Number of Shares

Price per Share

June 18, 2018

Class B

Fuller Family Enterprises

Private Purchase from Quinn Family Partners

953,125⁽¹⁾

$16.00

June 18 2018

Class B

Eric Fuller

Private Purchase from Quinn Family Partners

296,875⁽¹⁾

$16.00

June 28, 2018

Class A

Fuller Family Enterprises

Open Market Purchase

200,000

$13.57

June 29, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases

31,840

$14.4783⁽²⁾

June 29, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases

329,100

$15.2394⁽³⁾

July 5, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases pursuant to the 10b5-1 Purchase Plan

25,112

$15.2966⁽⁴⁾

July 6, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases pursuant to the 10b5-1 Purchase Plan

29,085

$15.6199⁽⁵⁾

July 9, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases pursuant to the 10b5-1 Purchase Plan

18,803

$15.4507⁽⁶⁾

July 13, 2018

Class A

Fuller Family Enterprises

Open Market Purchase pursuant to the 10b5-1 Purchase Plan

100

$15.00

July 16, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases pursuant to the 10b5-1 Purchase Plan

37,100

$14.7336⁽⁷⁾

July 17, 2018

Class A

Fuller Family Enterprises

Series of Open Market Purchases pursuant to the 10b5-1 Purchase Plan

17,800

$14.4772⁽⁸⁾

1. 

Due to the Voting Agreement, the QFP Purchase did not affect the aggregate amount of common stock beneficially owned by the Reporting Persons.

2. 

The price reflects a weighted average purchase price for multiple transactions ranging from $14.08 to $15.07, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

3. 

The price reflects a weighted average purchase price for multiple transactions ranging from $15.075 to $15.40, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

4. 

The price reflects a weighted average purchase price for multiple transactions ranging from $15.15 to $15.44, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

5. 

The price reflects a weighted average purchase price for multiple transactions ranging from $15.37 to $15.75, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

6. 

The price reflects a weighted average purchase price for multiple transactions ranging from $15.31 to $15.50, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

7. 

The price reflects a weighted average purchase price for multiple transactions ranging from $14.33 to $14.97, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

8. 

The price reflects a weighted average purchase price for multiple transactions ranging from $14.41 to $14.50, inclusive. Fuller Family Enterprises undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

 Item 6.

Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

 

Joint Filing Agreement, dated July 9, 2018, by and among the Reporting Persons

 

Power of Attorney of Max L. Fuller

 

Power of Attorney of Janice Fuller

 

Power of Attorney of Fuller Family Enterprises, LLC

 

Power of Attorney of William Eric Fuller

 

Power of Attorney of Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller

Power of Attorney of Max Fuller Family Limited Partnership

 

Power of Attorney of Lisa M. Pate

Power of Attorney of Anna Marie Quinn 2012 Irrevocable Trust FBO Lisa M. Pate

Power of Attorney of Quinn Family Partners, L.P.

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.

Stockholders’ Agreement, dated June 13, 2018, by and among the Company, 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.

Registration Rights Agreement, dated June 13, 2018, by and among the Company, 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.

Revolving Line of Credit Agreement, dated June 18, 2018, by and between Fuller Family Enterprises, LLC and Morgan Stanley Private Bank, National Association.

Revolving Line of Credit Agreement, dated June 18, 2018, by and between William E. Fuller and Morgan Stanley Private Bank, National Association.

MAX L. FULLER, individually

/s/ Max L. Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

JANICE FULLER, individually

/s/ Janice Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

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 filed herewith

WILLIAM ERIC FULLER, individually

/s/ William Eric Fuller, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

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 filed herewith

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 filed herewith

LISA M. PATE, individually

/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

ANNA MARIE QUINN 2012 IRREVOCABLE TRUST FBO LISA M. PATE, by Lisa M. Pate, as trustee

/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith

QUINN FAMILY PARTNERS, L.P., by Lisa M. Pate, as managing general partner

/s/ Lisa M. Pate, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith