HEARTLAND EXPRESS INC — Director's Dealing 2015

Dec 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2015-12-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-07	Common Stock	G	9000000	—	Acquired	22055106	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32584	Indirect
Common Stock	4802738	Indirect
Common Stock	2043372	Indirect
Common Stock	562669	Indirect

Footnotes

F1: Ann S. Gerdin transferred shares to three grantor retained annuity trusts created for her benefit. These shares were transferred from Mrs. Gerdin's revocable trust. Mr. Gerdin serves as trustee over these three grantor retained annuity trusts and has no pecuniary interest other than an indirect remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers. Beneficial ownership is disclaimed.

F2: The reporting person is co-trustee over shares held by trusts created for the benefit of his children. As co-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 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 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 the 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. Beneficial ownership is disclaimed.