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HEARTLAND EXPRESS INC Director's Dealing 2011

Dec 21, 2011

32587_dirs_2011-12-21_c51dcefd-24b6-45ea-b041-0b0312e95081.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2011-12-14

Reporting Person: GERDIN MICHAEL J (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-14 Common Stock J 515000 Acquired 7015000 Indirect
2011-12-14 Common Stock J 133000 Acquired 2043372 Indirect
2011-12-21 Common Stock J 877477 Disposed 27200084 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 14898 Indirect
Common Stock 562669 Indirect

Footnotes

F1: The 2009 Gerdin Children's Trust purchased 515,000 shares from the Ann S. Gerdin Revocable Trust.

F2: The reporting person is one of the beneficiaries of the 2009 Gerdin Heartland Trust. Mr. Gerdin does not have voting and dispositive powers with respect to this trust. Lawrence D. Crouse serves as trustee. Beneficial ownership is disclaimed.

F3: The 2005 Gerdin Children's Trust purchased 133,000 shares from the Ann S. Gerdin Revocable Trust.

F4: The reporting person is one of the beneficiaries of the 2005 Gerdin Children's Trust. Mr. Gerdin does not have voting and dispositive powers with respect to this trust. Lawrence D. Crouse serves as trustee. Beneficial ownership is disclaimed.

F5: An annuity distribution of 877,477 shares was made from a grantor retained annuity trust for the benefit of Ann Gerdin. These shares were distributed to the revocable trust of Mrs. Gerdin.

F6: The reporting person is trustee over shares held by trusts created for the benefit of his children. As trustee, Mr. Gerdin has shared voting and dispositive powers with respect to each trust. Beneficial ownership is disclaimed.

F7: The reporting person is one of the beneficiaries of the 2007 Gerdin Heartland Trust. Mr. Gerdin does not have voting and dispositive powers with respect to this trust. Lawrence D. Crouse serves as trustee. Beneficial ownership is disclaimed.