0001591557-15-000002.txt : 20150610 0001591557-15-000002.hdr.sgml : 20150610 20150610095637 ACCESSION NUMBER: 0001591557-15-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150610 DATE AS OF CHANGE: 20150610 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND EXPRESS INC CENTRAL INDEX KEY: 0000799233 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 930926999 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 NORTH KANSAS AVENUE CITY: NORTH LIBERTY STATE: IA ZIP: 52317 BUSINESS PHONE: 3196263600 MAIL ADDRESS: STREET 1: 901 NORTH KANSAS AVENUE CITY: NORTH LIBERTY STATE: IA ZIP: 52317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gordon Larry J. CENTRAL INDEX KEY: 0001591557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15087 FILM NUMBER: 15922439 MAIL ADDRESS: STREET 1: 901 NORTH KANSAS AVENUE CITY: NORTH LIBERTY STATE: IA ZIP: 52317 4 1 wf-form4_143394458797647.xml FORM 4 X0306 4 2015-05-15 0 0000799233 HEARTLAND EXPRESS INC HTLD 0001591557 Gordon Larry J. 901 N. KANSAS AVE NORTH LIBERTY IA 52317 1 0 0 0 Common Stock 2015-05-15 4 A 0 455402 A 953867 D The reported securities were received in an exempt transaction as the remaining consideration for 100% of the reporting person's stock in Gordon Trucking, Inc. ("GTI") in connection with the purchase of 100% of GTI's outstanding stock by Heartland Express, Inc., of Iowa ("HEIA"), a wholly-owned subsidiary of the registrant, along with cash received. The number of shares that the reporting person was entitled to acquire was determined with reference to a $14.37 per share value, which represents the average closing price of the registrant's common stock on the Nasdaq Global Select Market for the ten trading days ended on November 8, 2013. Based on the total amount of cash and stock of the registrant paid in connection with the purchase of 100% of GTI's outstanding stock, the GTI stock sold by the reporting person had a value of approximately $142,500,000. Pursuant to the terms of the definitive purchase agreement, the reporting person received the reported securities (the "Escrow Shares") upon the release of such shares from an escrow account established in connection with such purchase agreement. Prior to their release, the Escrow Shares were held in the name of an escrow agent for the benefit of HEIA, and the reporting person's receipt of the Escrow Shares was subject to certain conditions provided in the definitive purchase agreement. /s/Larry J. Gordon, by Chris Strain, attorney-in-fact, pursuant to POA previously filed 2015-06-09