The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSON:

  Matthew T. Moroun

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  OO See Item 3

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  19,173,222*

  SHARED VOTING POWER:

  285,550**

  SOLE DISPOSITIVE POWER:

  19,173,222*

  SHARED DISPOSITIVE POWER:

  285,550**

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  19,458,772

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  72.3%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Includes 14,302,736 shares held by Matthew T. Moroun, individually; 3,427,557 shares held by the Manuel J. Moroun Revocable Trust U/A, dated March 24, 1977, as amended and restated on December 22, 2004; 81,079 shares held by the Nora M. Moroun 2019 Annuity Trust, dated April 25, 2019; 447,400 shares held by the 2020 Irrevocable Nora M. Moroun Trust; and 914,450 shares held by the 2020 Irrevocable Lindsay S. Moroun Trust. Matthew T. Moroun serves as trustee of each of these four trusts.

Consists of 285,550 shares owned by Matthew T. Moroun’s spouse, Lindsay S. Moroun. Matthew T. Moroun disclaims beneficial ownership of the shares held by Lindsay S. Moroun, and this report shall not be deemed an admission that Mr. Moroun is the beneficial owner of such shares.

  NAMES OF REPORTING PERSON:

Matthew T. Moroun, as Trustee of the Manuel J. Moroun Revocable Trust U/A, dated March 24, 1977, as amended and restated on December 22, 2004 (“MJM Revocable Trust”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  OO *

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  3,427,557 *

  SHARED VOTING POWER:

  0 *

  SOLE DISPOSITIVE POWER:

  3,427,557 *

  SHARED DISPOSITIVE POWER:

  0 *

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,427,557 *

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  12.7% *

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

As a result of Manuel J. Moroun’s July 12, 2020 death, Manuel J. Moroun is no longer a member of the Board of Directors of Universal Logistics Holdings, Inc. and Matthew T. Moroun is the trustee of the Manuel J. Moroun Revocable Trust U/A, dated March 24, 1977, as amended and restated on December 24, 2002.

  NAMES OF REPORTING PERSON:

  Nora M. Moroun

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  OO See Item 3

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0 *

  SHARED VOTING POWER:

  0 *

  SOLE DISPOSITIVE POWER:

  0 *

  SHARED DISPOSITIVE POWER:

  0 *

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  0 *

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  0.0% *

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

After the December 8, 2020 and December 10, 2020 transactions described in this Schedule 13D, Nora M. Moroun has no beneficial ownership in the common shares of Universal Logistics Holding, Inc. (“ULH”) as of December 11, 2020. Because of these transactions, Nora Moroun ceased to be a 5.0% shareholder of ULH at the end day on December 10, 2020.

On December 8, 2020, Nora Moroun gifted 447,400 ULH common shares to the 2020 Nora Moroun Trust, for which her son Matthew Moroun serves as trustee. The value of the gift was $9,000,000 based on the number of shares multiplied by a per share price of $20.12. The per share price was determined by an independent third party using the average of ULH’s common stock price on December 8, 2020, adjusted for an applicable discount for a 447,400 share size transaction.

On December 8, 2020, Lindsay Moroun gifted 914,450 ULH common shares to the 2020 Lindsay Moroun Trust, for which her husband Matthew Moroun serves as trustee. The value of the gift was $18,000,000 based on the number of shares multiplied by a per share price of $19.68. The per share price was determined by an independent third party using the average of ULH’s common stock price on December 8, 2020, adjusted for an applicable discount for a 914,450 share size transaction.

On December 10, 2020, Nora Moroun sold Matthew Moroun 1,471,521 ULH common shares. The source of funds for Matthew Moroun’s purchase was an interest-bearing promissory note to Nora Moroun payable through January 14, 2030. The purchase price was $28,617,670 based on the number of shares multiplied by a per share price of $19.45. The per share price was determined by an independent third party using the average of ULH’s common stock price on December 10, 2020, adjusted for an applicable discount for a 1,471,521 share size transaction.

This statement is being filed by each of the Reporting Persons.

The business address for each of the Reporting Persons is 12225 Stephens Road, Warren, Michigan 48089.

Matthew Moroun is the Chairman of the Board of Directors of the Company. He is also the sole shareholder, President and a director of DIBC Holdings, Inc., a holding company for Detroit International Bridge Company and its subsidiaries. Matthew is the sole shareholder of CenTra, Inc., and has served as a director of CenTra since 1993. CenTra, Inc. is a privately-owned transportation holding company. The business address of DIBC Holdings, Inc. and CenTra, Inc. is 12225 Stephens Road, Warren, Michigan 48089. Matthew Moroun is also Chairman of the Board of Directors of P.A.M. Transportation Services, Inc. (NASDAQ: PTSI). PTSI is a leading truckload dry van carrier. Its business address is 297 West Henri De Tonti, Tontitown, Arkansas 72770. He is also the shareholder and Chairman of Oakland Financial Corporation, an insurance holding company based in Sterling Heights, Michigan, and its subsidiaries. He is a shareholder in other family owned businesses engaged in providing transportation services.

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and none have been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Each of the Reporting Persons is a citizen of the United States of America.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page for each such Reporting Person. The percentage of shares of Common Stock beneficially owned by each Reporting Person is based on 26,912,580 shares of Common Stock outstanding as of the end of the business day prior to this 13D Amendment No. 6 filing.

See items 7-10 of the cover page for each Reporting Person.

Except for the transactions described in the Amendment No. 6, the Reporting Persons have not engaged in any transactions in the Common Stock during the past 15 days (since the November 30, 2020 filing of 13D Amendment No. 5).

Matthew Moroun’s wife, Lindsay Moroun, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 285,550 shares held by her which are reported as beneficially owned by Matthew Moroun. Matthew Moroun disclaims beneficial ownership of these shares. Shares in the 2020 Nora Moroun Trust and the 2020 Lindsay Moroun Trust are held for the benefit of members of the Moroun family.

Because of the transactions of December 8, 2020 and December 10, 2020 involving Nora Moroun, individually, Nora Moroun ceased to be a 5.0% shareholder of ULH at the end of day on December 10, 2020.

Joint Filing Agreement, dated as of December 15, 2020, among Matthew T. Moroun, individually and as trustee of the MJM Revocable Trust, the 2019 NMM Annuity Trust, the 2020 Nora Moroun Trust, and the 2020 Lindsay Moroun Trust; Lindsay Moroun; and Nora Moroun.

Purchase Price Promissory Note, dated December 10, 2020, by Matthew T. Moroun in favor of Nora Moroun.

Amended and Restated Registration Rights Agreement, dated as of July 25, 2012, among Registrant, Matthew T. Moroun, the Manuel J. Moroun Revocable Trust U/A March 24, 1977, as amended and restated on December 22, 2004 and the M.J. Moroun 2012 Annuity Trust dated April 30, 2012 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Company with the Commission on July 26, 2012 (file number 000-51142)).

Description

Principal and Interest. For value received, the undersigned Matthew T. Moroun (“Maker”), promises to pay to Nora M. Moroun (“Creditor”), the principal amount of Twenty Eight Million Six Hundred and Seventeen Thousand Six Hundred and Seventy Dollars ($28,617,670) (the “Principal Amount”) and interest on the unpaid Principal Amount at the rate of 48/100 (.48%) percent per annum until maturity. During the continuance of an Event of Default (as defined below), the interest rate shall increase by 3.00% per annum in excess of the interest rate otherwise applicable until all amounts are paid in full.

Maturity. The entire unpaid Principal Amount and all accrued but unpaid interest on this Note shall be paid in full by January 14, 2030.

Prepayments. Maker may prepay all or part of the amounts due on this Note at any time without premium or penalty. Any partial prepayment will be applied in the manner specified in Section 5 below.

Default and Acceleration. An Event of Default shall occur under this Note upon the default in the payment of any principal or interest under this Note or of any out-of-pocket expense that Maker at any time owes to the Creditor under this Note as and when it shall become due and payable and if the default continues for thirty (30) days after Creditor has given written notice to Maker of the default.

Place and Application of Payments. Each payment on this Note shall be made at Creditor’s address set forth below or any other place that Creditor directs in writing. Any payment on this Note shall be applied in the following order: first, to any expenses (including expenses of collection) then due and payable to Creditor under this Note; second to any accrued and unpaid interest under this Note; and third, to the unpaid principal balance of this Note. If Maker at any time owes Creditor any indebtedness or obligation in addition to the indebtedness evidenced by this Note, and if such other indebtedness owed by Maker to the Creditor is then in default, then Maker shall have no right to direct or designate the particular indebtedness or obligation on which payment made by or collected from Maker shall be applied. Maker waives any such right and agrees that the manner of application of any such payment, as between or among such indebtedness and obligations, shall be determined solely by the Creditor.

Remedies. Creditor shall have all rights and remedies provided by law and by agreement of Maker. Maker shall reimburse Creditor for all expenses, including reasonable attorney fees and legal expenses, that the Creditor pays or incurs in protecting and enforcing the rights of the obligations to Creditor under any provision of this Note.

Waivers. No delay by Creditor shall be a waiver of the exercise of any right or remedy. No single or partial exercise by Creditor of any right or remedy shall preclude any other or future exercise of that or any other right or remedy. No waiver by Creditor of any default or of any provision of this Note shall be effective unless it is in writing and signed by Creditor. No waiver of any right or remedy on one occasion shall be a waiver of that right or remedy on any future occasion.

Applicable Law and Jurisdiction. This Note shall be governed by and interpreted according to the laws of the State of Michigan without giving effect to conflict-of-laws principles. Any proceeding or claim with respect to the enforcement or any other matter under or arising out of or in connection with this Note or for enforcement of any arbitration or other judgment rendered in any such proceeding or claim, shall be brought exclusively in the applicable state or federal courts located in or whose district includes Macomb County, Michigan, and the Maker irrevocably accepts and submits to the exclusive personal jurisdiction of such courts generally and unconditionally with respect to any such proceeding or claim. The Maker irrevocably waives any objection that it may now or hereafter have to the laying of venue or any such action, suit, or proceeding in any such court and further waives any claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Assignment. Creditor may assign this Note in which case the assignee shall succeed to all rights of Creditor herein. Creditor agrees to give Maker reasonable notice of such assignment. Maker shall have no liability to such assignee for amounts paid to Creditor under the terms of this Note before actual notice of the assignment has been received by Maker.

Notice. If to Creditor, shall be sent to Nora M. Moroun c/o 12225 Stephens Road, Warren, MI 48089. If to Maker, shall be sent to Matthew T. Moroun c/o 12225 Stephens Road, Warren, MI 48089.

/s/ Nora M. Moroun