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 Ann S (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	G	7363347	—	Disposed	12714214	Indirect
2011-11-30	Common Stock	G	7519178	—	Disposed	5195036	Indirect
2011-11-30	Common Stock	G	5195036	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	773194	Indirect
Common Stock	1936276	Indirect

Footnotes

F1: Shares held by three grantor retained annuity trusts for the benefit of the reporting person. Mr. Russell A. Gerdin, deceased spouse of the reporting person, previously served as trustee with respect to each GRAT. Michael J. Gerdin was appointed as successor trustee over the GRATS upon the death of Mr. Russell A. Gerdin.

F2: Shares owned by the revocable trusts of the reporting person and her deceased spouse over which the reporting person serves as trustee for each trust.

F3: Gerdin Family Investments, LP (the "GFI") owns a voting trust certificate representing 1,936,276 shares of Heartland Express, Inc. common stock. The reporting person is a general partner of GFI. Although the entire number of shares controlled by GFI is disclosed herein (as permitted by SEC rules), the reporting person disclaims beneficial ownership of shares in excess of the number attributable to her ownership interest. The reporting person is not a voting trustee and has no power to vote the shares in which GFI has an interest.