SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GERDIN MICHAEL J

(Last)

(First)

(Middle)

901 NORTH KANSAS AVENUE

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Co-Trustee of 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2020		G⁽¹⁾		772,579	D	$0	1,774,668	I	Trustee of GRATs⁽²⁾
Common Stock	01/21/2020		G⁽¹⁾		626,378	A	$0	7,666,863	I	Co-Trustee of Trust⁽³⁾
Common Stock	01/21/2020		G⁽¹⁾		626,378	D	$0	1,148,290	I	Trustee of GRATs⁽²⁾
Common Stock	01/21/2020		G⁽¹⁾		772,579	A	$0	18,158,354	I	Co-Trustee of Trust⁽⁴⁾
Common Stock	07/24/2020		S⁽⁵⁾		3,260,870	D	$20.02	4,405,993	I	Co-Trustee of Trust⁽³⁾
Common Stock								38,424	I	Trustee of Trusts⁽⁶⁾
Common Stock								5,003,805	I	Co-Trustee of Trust⁽⁷⁾
Common Stock								1,936,276	I	Co-General Partner of Partnership⁽⁸⁾
Common Stock								681,124	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Annuity distributions made from grantor retained annuity trusts (GRATs) created for the benefit of Ann Gerdin.

2. 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.

3. Mr. Gerdin is one of 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. The two other beneficiaries of the 2009 Gerdin Heartland Trust, Mrs. Durr and Mrs. Janssen, 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.

4. 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.

5. The 2009 Gerdin Heartland Trust sold 3,260,870 shares of Common Stock in a registered public offering on July 24, 2020, at a price per share of $20.02, after deducting underwriting discounts and commissions of $0.48 per share.

6. 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.

7. 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.

8. 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.

Remarks:

	/S/Michael J. Gerdin	07/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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