HEARTLAND EXPRESS INC — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2012-01-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-17	Common Stock	J	859425	—	Disposed	26340659	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7015000	Indirect
Common Stock	2043372	Indirect
Common Stock	14898	Indirect
Common Stock	562669	Indirect

Footnotes

F1: An annuity distribution of 859,425 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.

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 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.

F4: 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.

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.