4//SEC Filing
King Zachary B 4
Accession 0001415889-22-009645
CIK 0000883945other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 10:30 AM ET
Size
12.0 KB
Accession
0001415889-22-009645
Insider Transaction Report
Form 4
USA TRUCK INCUSAK
King Zachary B
VP, Corporate Controller, PAO
Transactions
- Disposition to Issuer
Common Stock
2022-09-15$31.72/sh−69,463$2,203,366→ 0 total - Award
Common Stock
2022-09-15+7,031→ 7,031 total - Disposition to Issuer
Common Stock
2022-09-15$31.72/sh−7,031$223,023→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2022-09-15$13.97/sh+1,095$15,297→ 0 totalExercise: $17.75Exp: 2029-02-26→ Common Stock (1,095 underlying)
Footnotes (4)
- [F1]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.
- [F2]Includes 52,716 shares of restricted stock that became fully vested in connection with the Merger.
- [F3]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.
- [F4]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.
Documents
Issuer
USA TRUCK INC
CIK 0000883945
Entity typeother
Related Parties
1- filerCIK 0001706838
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 10:30 AM ET
- Size
- 12.0 KB