HEARTLAND EXPRESS INC — Director's Dealing 2014

Sep 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2014-08-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Common Stock	G	889452	—	Disposed	18325521	Indirect
2014-08-11	Common Stock	G	181307	—	Disposed	18144214	Indirect
2014-08-19	Common Stock	G	164205	—	Disposed	17980009	Indirect
2014-08-19	Common Stock	G	944002	—	Disposed	17036007	Indirect
2014-08-11	Common Stock	G	401672	—	Acquired	7545256	Indirect
2014-08-19	Common Stock	G	501560	—	Acquired	8046816	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29984	Indirect
Common Stock	2043372	Indirect
Common Stock	562669	Indirect

Footnotes

F1: An annuity distribution of 889,452 shares including a remainder of interest of 401,672 shares was made from a grantor retained annuity trust created for the benefit of Ann Gerdin. The reporting person serves as trustee over this GRAT and has no pecuniary interest other than in the remainder interest. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the GRAT. This transaction does not constitute a gift to the reporting person. Benefical ownership is disclaimed.

F2: An annuity distribution of 181,307 shares was made from a grantor retained annuity trust created for the benefit of Ann Gerdin. The reporting person serves as trustee over this GRAT and has no pecuniary interest other than in the remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the GRAT. This transaction does not constitute a gift to the reporting person. Benefical ownership is disclaimed.

F3: An annuity distribution of 164,205 shares was made from a grantor retained annuity trust created for the benefit of Ann Gerdin. The reporting person serves as trustee over this GRAT and has no pecuniary interest other than a remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the GRAT. This transaction does not constitute a gift to the reporting person. Benefical ownership is disclaimed.

F4: An annuity distribution of 944,002 shares including a remainder of interest of 501,560 shares was made from a grantor retained annuity trust created for the benefit of Ann Gerdin. The reporting person serves as trustee over this GRAT and has no pecuniary interest other than in the remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the GRAT. This transaction does not constitute a gift to the reporting person. Benefical ownership is disclaimed.

F5: A remainder interest of 401,672 shares was distributed from a grantor retained annuity trust created for the benefit of Ann Gerdin to the 2009 Gerdin Heartland Trust.

F6: 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 the trust. Lawrence D. Crouse serves as trustee Beneficial ownership is disclaimed.

F7: A remainder interest of 501,560 shares was distributed from a grantor retained annuity trust created for the benefit of Ann Gerdin to the 2009 Gerdin Heartland Trust.

F8: 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.

F9: 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.

F10: 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.