HEARTLAND EXPRESS INC — Director's Dealing 2017

Jan 31, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Common Stock	G	4131278	—	Disposed	14137815	Indirect
2016-01-15	Common Stock	G	2333854	—	Acquired	5003805	Indirect
2016-01-15	Common Stock	G	1797424	—	Acquired	8050474	Indirect
2016-01-19	Common Stock	G	6000000	—	Disposed	2050474	Indirect
2016-01-19	Common Stock	G	6000000	—	Acquired	20137815	Indirect
2016-05-09	Common Stock	G	9480	—	Disposed	2040994	Indirect
2016-05-09	Common Stock	G	3160	—	Acquired	35744	Indirect
2016-06-28	Common Stock	G	1128461	—	Disposed	19009354	Indirect
2016-06-28	Common Stock	G	596076	—	Acquired	5398814	Indirect
2016-06-28	Common Stock	G	532385	—	Acquired	2573379	Indirect
2016-08-11	Common Stock	G	314567	—	Disposed	18694787	Indirect
2016-08-11	Common Stock	G	314567	—	Acquired	2887946	Indirect
2016-08-19	Common Stock	G	299207	—	Disposed	18395580	Indirect
2016-08-19	Common Stock	G	299207	—	Acquired	3187153	Indirect
2016-10-06	Common Stock	G	2043372	—	Disposed	0	Indirect
2016-10-06	Common Stock	G	681124	—	Acquired	681124	Direct
2016-11-30	Common Stock	G	283724	—	Disposed	18111856	Indirect
2016-11-30	Common Stock	G	283724	—	Acquired	3470877	Indirect
2016-12-07	Common Stock	G	1448410	—	Disposed	16663446	Indirect
2016-12-07	Common Stock	G	1448410	—	Acquired	4919287	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1936276	Indirect

Footnotes

F1: Annuity distributions made from grantor retained annuity trusts (GRATs) created for the benefit of Ann Gerdin.

F2: Mr. Gerdin is the trustee of GRATs established by Ann S. Gerdin for her benefit. As trustee, Mr. Gerdin has sole voting and dispositive power over the shares owned by these GRATs.

F3: Mr. Gerdin is one of the beneficiaries of the 2007 Gerdin Heartland Trust. A remainder interest of 2,333,854 shares was distributed from a GRAT created for the benefit of Mrs. Gerdin to the 2007 Gerdin Heartland Trust. The two other beneficiaries of the 2007 Gerdin Heartland Trust, Julie Durr and Angela Janssen, also reported the distribution of the remainder interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. Beneficial ownership was disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without the consent of the other two trustees.

F4: Mr. 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.

F5: Shares transferred to two GRATs created for the benefit of Ann Gerdin. These shares were transferred from the Ann S. Gerdin Revocable Trust. Mr. Gerdin serves as trustee over these three GRATs 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.

F6: Mr. Gerdin became sole trustee on January 19, 2016 over shares held by trusts created for the benefit of his children. As trustee, Mr. Gerdin has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.

F7: Mr. Gerdin is one of the beneficiaries of the 2009 Gerdin Heartland Trust. A remainder interest of 596,076 shares was distributed from a GRAT created for the benefit of Mrs. Gerdin to the 2009 Gerdin Heartland Trust. The two other beneficiaries of the 2009 Gerdin Heartland Trust, Mrs. Durr and Mrs. Janssen, also reported the distribution of the remainder interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. Beneficial ownership is disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without the consent of the other two trustees.

F8: Mr. Gerdin was one of the beneficiaries of the 2005 Gerdin Children's Trust. This trust was terminated and the 2,043,372 shares were distributed equally to the three beneficiaries. The two other beneficiaries of the 2005 Gerdin Children's Trust, Mrs. Durr and Mrs. Janssen, also reported the distribution of the remainder interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. Beneficial ownership was disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without the consent of the other two trustees.

F9: 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 without the consent of at least one other co-general partner. Lawrence D. Crouse previously served as voting trustee over the shares represented by a voting trust certificate as of the event date. This voting trust agreement was terminated on January 19, 2016. 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.