HEARTLAND EXPRESS INC — Director's Dealing 2011

Aug 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2011-08-19

Reporting Person: GERDIN RUSSELL A (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Gerdin Ann S (spouse)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-19	Common Stock	G	2000000	—	Disposed	2773194	Indirect
2011-08-19	Common Stock	G	2000000	—	Disposed	773194	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20077561	Indirect
Common Stock	1936276	Indirect

Footnotes

F1: Ann S. Gerdin transferred 2,000,000 shares each to two grantor retained annuity trusts for her benefit. Michael J. Gerdin serves as trustee over these two GRATS and has no pecuniary interest other than an indirect remainder interest, if any.

F2: Shares owned by the revocable trusts of the reporting person and his spouse over which the reporting person and his spouse serve as trustees for their respective trusts.

F3: Shares held by three grantor retained annuity trusts for the benefit of the spouse of the reporting person. Mr. Russell A. Gerdin serves as trustee with respect to each GRAT.

F4: Gerdin Family Investments, LP (the "GFI") owns a voting trust certificate representing 1,936,276 shares of Heartland Express, Inc. common stock. Mr. and Mrs. Gerdin are general partners of GFI. Although the entire number of shares controlled by GFI is disclosed herein (as permitted by SEC rules), Mr. and Mrs. Gerdin disclaim beneficial ownership of shares in excess of the number attributable to their ownership interest. Mr. and Mrs. Gerdin are not voting trustees and have no power to vote the shares in which GFI has an interest.