Hub Group, Inc. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUB GROUP INC (HUBG)
CIK: 0000940942
Period of Report: 2016-01-02

Reporting Person: YEAGER DAVID P (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-02	Class A Common Stock	A	30000	—	Acquired	229859	Direct
2016-01-02	Class A Common Stock	F	6884	$32.95	Disposed	222975	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	21454	Indirect
Class B Common Stock	55193	Indirect
Class B Common Stock	121083	Indirect
Class B Common Stock	51624	Indirect
Class B Common Stock	51624	Indirect
Class B Common Stock	51624	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, 2016.

F2: Disposition of shares to satisfy withholding tax obligations with respect to 21,742 shares on which restrictions lapsed as of 1/2/2016.

F3: 75,760 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.