HEARTLAND EXPRESS INC — Director's Dealing 2019

Dec 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2019-01-22

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
2019-01-22	Common Stock	G	984766	—	Acquired	13259366	Direct
2019-01-22	Common Stock	G	672499	—	Acquired	13931865	Direct
2019-01-22	Common Stock	G	651010	—	Acquired	8614636	Indirect
2019-12-07	Common Stock	G	830592	—	Acquired	14762457	Direct
2019-12-07	Common Stock	G	603318	—	Acquired	15365775	Direct
2019-12-07	Common Stock	G	445849	—	Acquired	9060485	Indirect
2019-12-16	Common Stock	J	2020000	$19.80	Acquired	17385775	Direct
2019-12-16	Common Stock	J	2020000	$19.80	Disposed	7040485	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38424	Indirect
Common Stock	38424	Indirect
Common Stock	5003805	Indirect
Common Stock	7813	Indirect
Common Stock	1936276	Indirect
Common Stock	681124	Direct
Common Stock	681124	Direct

Footnotes

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

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: Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2009 Gerdin Heartland Trust. Remainder interests were distributed from grantor retained annuity trusts created for the benefit of Mrs. Gerdin to the 2009 Gerdin Heartland Trust. Mr. Gerdin, one of the three beneficiaries of the 2009 Gerdin Heartland Trust also reported the distribution of the remainder interests. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen serve as co-trustees over shares held by the trust. Beneficial ownership is disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without consent of the other two trustees.

F4: Pursuant to a "substitution of assets" provision in the applicable trust documents of the 2009 Gerdin Heartland Trust, 2,020,000 shares were withdrawn from the trust and contributed to the Ann S. Gerdin Revocable Trust, and assets having a value equal to the withdrawn securities were contributed to the 2009 Gerdin Heartland Trust in substitution for the withdrawn securities. To the extent that this substitution of assets is deemed to be a purchase, the price reflecting the value for the withdrawn securities is $19.80 per share.

F5: The sale price per share is estimated as of December 16, 2019 and is subject to adjustment. The final sales price per share will be determined pursuant to a valuation performed by an independent financial advisor retained by the reporting persons, with such valuation including an evaluation of trading discounts appropriate for large block transactions in equity securities with similar trading characteristics. If the final sales price per share is not $19.80, the reporting persons undertake to amend this Form 4 to provide the final sales price per share as determined by the independent financial advisor.

F6: Mrs. Janssen is the trustee of trusts created for the benefit of her children. As trustee, Mrs. Janssen has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.

F7: Mrs. Durr is the trustee of trusts created for the benefit of her children. As trustee, Mrs. Durr has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.

F8: Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2007 Gerdin Heartland Trust. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen serve as co-trustees over shares held by the trust. 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.

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

F10: 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 consent of the majority of the other co-general partners. 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.

F11: Mrs. Janssen's directly owned shares.

F12: Mrs. Durr's directly owned shares.