Hub Group, Inc. — Director's Dealing 2014

Apr 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUB GROUP INC (HUBG)
CIK: 0000940942
Period of Report: 2014-04-22

Reporting Person: YEAGER MARK A (Director, Vice Chairman, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-22	Class A Common Stock	S	30419	—	Disposed	57728	Indirect
2014-04-22	Class A Common Stock	S	19907	—	Disposed	0	Indirect
2014-04-22	Class A Common Stock	S	43826	—	Disposed	0	Indirect
2014-04-22	Class A Common Stock	S	43826	—	Disposed	0	Indirect
2014-04-22	Class B Common Stock	P	30419	—	Acquired	48715	Indirect
2014-04-22	Class B Common Stock	P	19907	—	Acquired	19907	Indirect
2014-04-22	Class B Common Stock	P	43826	—	Acquired	87866	Indirect
2014-04-22	Class B Common Stock	P	43826	—	Acquired	87866	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	324649	Direct
Class B Common Stock	86794	Direct

Footnotes

F1: 58,528 of the shares of Class A Common Stock are restricted stock subject to vesting requirements.

F2: In each case, shares of Class A Common Stock were exchanged for shares of Class B Common Stock, at an exchange ratio of 1:1. No additional consideration was paid or received in connection with the exchange.

F3: The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares, or in the event of a tie, as directed by the independent members of the Board of Directors. Members of the Yeager family own all 662,296 shares of the Class B Common Stock.

F4: The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares, or in the event of a tie, as directed by the independent members of the Board of Directors. Members of the Yeager family own all 662,296 shares of the Class B Common Stock.