HEARTLAND EXPRESS INC — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2011-11-30

Reporting Person: GERDIN MICHAEL J (Director, CEO and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	G	7363347	—	Acquired	15363347	Indirect
2011-11-30	Common Stock	G	7519178	—	Acquired	22882525	Indirect
2011-11-30	Common Stock	G	5195036	—	Acquired	28077561	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1910372	Indirect
Common Stock	14898	Indirect
Common Stock	6500000	Indirect
Common Stock	562669	Indirect

Footnotes

F1: The reporting person was appointed successor trustee of the three grantor retained annuity trusts created for the benefit of Ann S. Gerdin. Russell A. Gerdin, deceased spouse of Ann S. Gerdin, previously served as trustee for the three GRATs. The reporting person serves as trustee over these three GRATs and has no pecuniary interest other than an indirect remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the three GRATs. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F2: 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.

F3: 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.

F4: 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.

F5: 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.