HEARTLAND EXPRESS INC — Director's Dealing 2016

Feb 4, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2015-12-31

Reporting Person: Ann S. Gerdin Revocable Trust (10% Owner, Co-Trustee of 10% Owner)
Reporting Person: Janssen Angela K (Co-Trustee of 10% Owner)
Reporting Person: Gerdin Ann S (10% Owner)
Reporting Person: Durr Julie J (Co-Trustee of 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Common Stock	G	487780	—	Acquired	9306686	Direct
2014-08-11	Common Stock	G	181307	—	Acquired	9487993	Direct
2014-08-19	Common Stock	G	164205	—	Acquired	9652198	Direct
2014-08-19	Common Stock	G	442442	—	Acquired	10094640	Direct
2014-12-01	Common Stock	G	160213	—	Acquired	10254853	Direct
2014-12-12	Common Stock	G	918165	—	Acquired	11173018	Direct
2015-01-15	Common Stock	G	887407	—	Acquired	12060425	Direct
2015-06-04	Common Stock	G	430894	—	Acquired	12491319	Direct
2015-06-11	Common Stock	G	7800	—	Disposed	12483519	Direct
2015-06-11	Common Stock	G	2600	—	Acquired	32584	Indirect
2015-06-11	Common Stock	G	2600	—	Acquired	32584	Indirect
2015-08-11	Common Stock	G	235259	—	Acquired	12718778	Direct
2015-08-19	Common Stock	G	224939	—	Acquired	12943717	Direct
2015-10-09	Common Stock	G	370092	—	Acquired	13313809	Direct
2015-11-30	Common Stock	G	260510	—	Acquired	13574319	Direct
2015-12-07	Common Stock	G	9000000	—	Disposed	4574319	Direct
2015-12-18	Common Stock	G	1678731	—	Acquired	6253050	Direct
2015-12-18	Common Stock	G	2107282	—	Acquired	2669951	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4802738	Indirect
Common Stock	2043372	Indirect
Common Stock	1936276	Indirect
Common Stock	6313	Indirect

Footnotes

F1: The Ann S. Gerdin Revocable Trust became a 10% owner on June 30, 2014. The reported transactions represent previously unreported gifts for 2014.

F2: Michael Gerdin, Mrs. Durr, Mrs. Janssen, and Mrs. Gerdin serve as co-trustees over shares held by the Ann S. Gerdin Revocable Trust. As co-trustees, they have shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed for Mr. Gerdin, Mrs. Durr, and Mrs. Janssen.

F3: Mrs. Durr is co-trustee over shares held by trusts created for the benefit of her children. As co-trustee, Mrs. Durr has shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.

F4: Mrs. Janssen is co-trustee over shares held by trusts created for the benefit of her children. As co-trustee, Mrs. Janssen has shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.

F5: Mrs. Durr and Mrs. Janssen are two of the beneficiaries of the 2007 Gerdin Heartland Trust. A remainder interest of 2,107,282 shares was distributed from a grantor retained annuity trust created for the benefit of Mrs. Gerdin to the 2007 Gerdin Heartland Trust. Mr. Gerdin, the third beneficiary of the 2007 Gerdin Heartland Trust, previously reported the distribution of the remainder interest.

F6: Mrs. Durr, Mrs. Janssen, and Mr. Gerdin are the beneficiaries of the 2009 Gerdin Heartland Trust. None of Mrs. Durr, Mrs. Janssen, or Mr. Gerdin has voting and dispositive powers with respect to this trust. Lawrence D. Crouse served as trustee as of the event date. Beneficial ownership is disclaimed.

F7: Mrs. Durr, Mrs. Janssen, and Mr. Gerdin are the beneficiaries of the 2005 Gerdin Children's Trust. None of Mrs. Durr, Mrs. Janssen, or Mr. Gerdin has voting and dispositive powers with respect to this trust. Lawrence D. Crouse served as trustee as of the event date. Beneficial ownership is disclaimed.

F8: The Ann S. Gerdin Revocable Trust, Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are co-general partners of Gerdin Family Investments LP. None of the Ann S. Gerdin Revocable Trust, Mr. Gerdin, Mrs. Durr, or Mrs. Janssen has voting and dispositive powers with respect to this partnership. Lawrence D. Crouse served as voting trustee over the shares represented by a voting trust certificate as of the event date. Beneficial ownership is disclaimed except to the extent of each such reporting person's percentage ownership of general and limited partner shares in the partnership. These shares have been held since 1997.

F9: Mrs. Janssen's husband owns these shares. Beneficial ownership of these shares is disclaimed.