HEARTLAND EXPRESS INC — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2014-05-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-21	Common Stock	G	364832	—	Disposed	19501597	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29984	Indirect
Common Stock	7143584	Indirect
Common Stock	2043372	Indirect
Common Stock	562669	Indirect

Footnotes

F1: An annuity distribution of 364,832 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 transactions does not constitute a gift to the reporting person. Benefical ownership is disclaimed.

F2: 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.

F3: 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.

F4: 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.

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. Benefiicial ownership is disclaimed.