Hub Group, Inc. — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUB GROUP INC (HUBG)
CIK: 0000940942
Period of Report: 2015-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Class A Common Stock	A	22000	—	Acquired	345968	Direct
2015-01-02	Class A Common Stock	F	5924	$37.31	Disposed	340044	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	57728	Indirect
Class B Common Stock	86794	Direct
Class B Common Stock	48715	Indirect
Class B Common Stock	19907	Indirect
Class B Common Stock	87866	Indirect
Class B Common Stock	87866	Indirect

Footnotes

F1: Restricted stock subject to a vesting schedule. The restricted stock grant was made by the Compensation Committee of Hub Group, Inc. on January 2, 2015.

F2: Disposition of shares to satisfy withholding tax obligations with respect to 18,664 shares on which restrictions lapsed as of 1/2/2015.

F3: 61,864 of the shares of Class A Common Stock are restricted stock subject to vesting requirements.

F4: 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.

F5: 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.