FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Littlejohn Kimberly K 3200 INDUSTRIAL PARK ROAD VAN BUREN, AR72956 | SVP - CIO |
/s/ Zachary B. King, Attorney-in-Fact | 2022-09-15 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On September 15, 2022, pursuant to an Agreement and Plan of Merger, dated as of June 23, 2022 (the "Merger Agreement"), among USA Truck, Inc. (the "Company"), Schenker, Inc. ("Parent"), and Tango Merger, Inc. ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company common stock (other than certain excluded shares) was converted into the right to receive $31.72 in cash (the "Merger Consideration") and each share of restricted stock of the Company became fully vested and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration. |
(2) | Includes 32,606 shares of restricted stock that became fully vested in connection with the Merger. |
(3) | The reporting person was previously granted performance stock units ("PSUs") which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding PSUs were deemed immediately vested and were cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration. |
(4) | This option to purchase shares of Company common stock ("Company stock option"), which provided for vesting in four equal annual installments beginning February 26, 2020, became vested at the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option. |
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USA Truck Inc. published this content on 15 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2022 14:29:02 UTC.