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^*

CROUSE LAWRENCE D

(Last)

(First)

(Middle)

PO BOX 480

(Street)

BURKE

57523

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2014

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	08/11/2014		J⁽¹⁾	V	401,672	A	$0	7,545,256	I	Trustee of Trusts⁽²⁾
Common Stock	08/19/2014		J⁽¹⁾	V	501,560	A	$0	8,046,816	I	Trustee of Trust⁽²⁾
Common Stock								89,952	I	Trustee of Trust⁽³⁾
Common Stock								2,043,372	I	Trustee of Trust⁽⁴⁾
Common Stock								47,565	D
Common Stock								1,936,276	I	Voting Trustee⁽⁵⁾
Common Stock								562,669	I	Trustee of Trust⁽⁶⁾

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. Remainder interests of 401,672 and 501,560 shares were distributed on August 11, 2014 and August 19, 2014, respectively, to the 2009 Gerdin Heartland Trust from grantor retained annuity trusts created for the benefit of Ann S. Gerdin.

2. The reporting person serves as trustee for shares held by the 2009 Gerdin Children's Trust but has no pecuniary interest in such shares. Beneficial ownership is disclaimed.

3. The reporting person serves as co-trustee for shares held by trusts for the benefit of the grandchildren of Ann Gerdin in which the reporting person has no pecuniary interest in such shares. Mr. Crouse has shared voting and dispositive power with respect to each trust. Beneficial ownership is disclaimed.

4. The reporting person serves as trustee for shares held by the 2005 Gerdin Children's Trust but has no pecuniary interest in such shares. Beneficial ownership is disclaimed.

5. The reporting person serves as voting trustee for shares represented by a voting certificate held by the Gerdin Family Investments, LP Beneficial ownership is disclaimed.

6. The reporting person serves as trustee for shares held by the 2007 Gerdin Heartland Trust but has no pecuniary interest in such shares. Beneficial ownership is disclaimed.

Remarks:

	/s/Lawrence D. Crouse	09/03/2014
	** 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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