HEARTLAND EXPRESS INC — Director's Dealing 2021

Feb 12, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEARTLAND EXPRESS INC (HTLD)
CIK: 0000799233
Period of Report: 2020-12-31

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
2020-12-01	Common Stock	G	4500000	—	Acquired	5648290	Indirect
2020-12-01	Common Stock	G	4500000	—	Disposed	13658354	Indirect
2020-12-07	Common Stock	G	328412	—	Acquired	4245275	Indirect
2020-12-07	Common Stock	G	1148290	—	Disposed	4500000	Indirect
2020-12-07	Common Stock	G	819878	—	Acquired	14478232	Indirect
2020-12-22	Common Stock	G	53000	—	Disposed	628124	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38424	Indirect
Common Stock	5003805	Indirect
Common Stock	1936276	Indirect

Footnotes

F1: The Ann S. Gerdin Revocable Trust transferred shares to three grantor retained annuity trusts (GRATs) created for the benefit of Ann S. 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. Beneficial ownership is disclaimed.

F3: Mr. Gerdin, Julie Durr, Angela 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.

F4: Annuity distributions made from GRATs created for the benefit of Ann Gerdin.

F5: Mr. Gerdin is one of the beneficiaries of the 2009 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 consent of the other two trustees.

F6: Mr. Gerdin is the trustee of trusts created for the benefit of his children. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the trusts. Beneficial ownership is disclaimed.

F7: Mr. Gerdin is one of 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.

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 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.