HEARTLAND EXPRESS INC — Director's Dealing 2013

Nov 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2013-11-11

Reporting Person: Gordon Scott A. (CIO of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-11	Common Stock	A	84796	—	Acquired	84796	Indirect

Footnotes

F1: The reported securities and cash were received as consideration for 100% of the reporting person's stock in Gordon Trucking, Inc. ("GTI") in connection with the purchase of 100% of GTI's outstanding stock by Heartland Express, Inc., of Iowa ("HEIA"), a wholly-owned subsidiary of the registrant. The number of shares of the registrant's common stock that the reporting person was entitled to acquire was determined with reference to a $14.37 per share value, which represents the average closing price of the registrant's common stock on the Nasdaq Global Select Market for the ten trading days ending on November 8, 2013. Based on the amount of cash and stock of the registrant paid or to be paid in connection with the purchase of 100% of GTI's outstanding stock, the GTI stock sold by the reporting person, including GTI stock held by the SAG GST Trust, has a value of approximately $71,250,000.

F2: Pursuant to the terms of the definitive purchase agreement, the reporting person may receive additional shares ( the "Escrow Shares") of the registrant's common stock upon the release of such shares from an escrow account established in connection with such purchase agreement. The Escrow Shares are held in the name of an escrow agent for the benefit of HEIA, and the reporting person's receipt of the Escrow Shares is subject to certain conditions provided in the definitive purchase agreement. The reporting person disclaims beneficial ownership of the Escrow Shares and the mention of the Escrow Shares in this report shall not be deemed an admission of beneficial ownership of such shares for Section 16 or for any other purpose.

F3: Shares are held directly by the SAG GST Trust, of which the reporting person is the trustee and a beneficiary.