SEC FORM
5
SEC Form 5
| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0362 |
| Estimated average burden |
| hours per response: |
1.0 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
Form 3 Holdings Reported. |
|
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL LOGISTICS HOLDINGS, INC.
[ ULH ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year)
12/31/2019
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Amount |
(A) or (D) |
Price |
| Common Stock, no par value |
04/25/2019 |
|
G |
2,000,000 |
A |
$0.00
|
2,000,000 |
I |
By Nora M. Moroun Annuity Trust
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| Common Stock, no par value |
04/25/2019 |
|
G |
53,563
|
A |
$0.00
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13,684,778 |
D |
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| Common Stock, no par value |
04/25/2019 |
|
G |
346,437
|
A |
$0.00
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14,031,215 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| (A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
| Remarks: |
|
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/s/ Edwin J. Lukas as Attorney-in-fact for Matthew T. Moroun |
02/14/2020 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Steven A. Fitzpatrick, Courtney C. Crouch, III, and Edwin J.
Lukas, signing singly, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the United States Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended, or any rule or regulation of the
SEC; and
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of Universal Logistics Holdings, Inc. (the
"Company"), (a) Forms 3, 4, and 5 (including amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder (the "Exchange Act"),
(b) Form 144, (c) Schedules 13D and 13G (including amendments
thereto) in accordance with Sections 13(d) and 13(g) of the
Exchange Act, and (d) any other forms on reports the undersigned
may be required to file in connection with the undersigned's
ownership, acquisition, or disposition of securities of the
Company; and
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, Form 144 or Schedule 13D or 13G
(including amendments thereto), or other form or report, and timely
file such form or report with the SEC and any stock exchange or
similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of the power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of May, 2018.
/s/ Matthew T. Moroun
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Signature
Matthew T. Moroun
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Printed Name
