CUSIP No. 902925106
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13D
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
Knight Capital Growth LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,304,517
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,304,517
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,517
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 902925106
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13D
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Page 3 of 5 Pages
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1.
|
NAMES OF REPORTING PERSONS
Knight Transportation, Inc.
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|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
|
|||
3.
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SEC USE ONLY
|
|||
4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
||
8.
|
SHARED VOTING POWER
1,304,517
|
|||
9.
|
SOLE DISPOSITIVE POWER
0
|
|||
10.
|
SHARED DISPOSITIVE POWER
1,304,517
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,517
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
|
|||
14.
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TYPE OF REPORTING PERSON (see instructions)
CO, HC
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13D
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Page 4 of 5 Pages
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·
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Effect, offer to effect, or announce any intention to effect or cause to participate in or knowingly assist or encourage any person to effect or offer to effect or participate in:
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°
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any acquisition of, or any tender offer for, any securities, assets, indebtedness or business of USA Truck;
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°
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any merger or other business combination with USA Truck;
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°
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any recapitalization, restructuring, liquidation or other extraordinary transaction with USA Truck; or
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°
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any solicitation of proxies to vote any voting securities of USA Truck;
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·
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Take any action that would or would reasonably be expected to require USA Truck or the Knight Entities to make a public announcement regarding any of the foregoing matters;
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·
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Form or join a “group” in respect of the securities of USA Truck;
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·
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Act to seek representation on or to control or influence the management, Board of Directors or policies of USA Truck or to obtain representation on the Board of Directors of USA Truck; or
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·
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Enter into any discussions or arrangements with any third party with respect to any of the foregoing.
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99.6 |
Voting Agreement
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99.7
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Standstill Agreement |
99.8 | Definitions of Certain Terms Used in the Voting Agreement and the Standstill Agreement |
99.9 | Press Release, dated February 4, 2014, issued by Knight Transportation |
13D
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Page 5 of 5 Pages
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KNIGHT TRANSPORTATION, INC. | |||
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/s/ Kevin P. Knight | ||
Name: | Kevin P. Knight | ||
Title: | Chief Executive Officer | ||
KNIGHT CAPITAL GROWTH LLC | |||
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/s/ Kevin P. Knight | ||
Name: | Kevin P. Knight | ||
Title: | Chief Executive Officer | ||
Exhibit Number
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Description
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99.6
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Voting Agreement
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99.7
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Standstill Agreement |
99.8 | Definitions of Certain Terms Used in the Voting Agreement and the Standstill Agreement |
99.9 | Press Release, dated February 4, 2014, issued by Knight Transportation |