SEC Form 5 · accession 0001212393-17-000002

HEARTLAND EXPRESS INC · HTLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael J Gerdin

Officer — Chief Executive Officer · Director · 10% Owner · Other

Period of report

Dec 31, 2016

Accepted (ET)

Jan 31, 2017 · 6:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000799233

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Jan 15, 2016	G	4,131,278	$0.00	D	14,137,815	I	Trustee of GRATs
Common Stock^F3	Jan 15, 2016	G	2,333,854	$0.00	A	5,003,805	I	Co-Trustee of Trust
Common Stock^F4	Jan 15, 2016	G	1,797,424	$0.00	A	8,050,474	I	Co-Trustee of Trust
Common Stock^F4	Jan 19, 2016	G	6,000,000	$0.00	D	2,050,474	I	Co-Trustee of Trust
Common Stock^F2	Jan 19, 2016	G	6,000,000	$0.00	A	20,137,815	I	Trustee of GRATs
Common Stock^F4	May 9, 2016	G	9,480	$0.00	D	2,040,994	I	Co-Trustee of Trust
Common Stock^F6	May 9, 2016	G	3,160	$0.00	A	35,744	I	Trustee of Trusts
Common Stock^F2	Jun 28, 2016	G	1,128,461	$0.00	D	19,009,354	I	Trustee of GRATs
Common Stock^F7	Jun 28, 2016	G	596,076	$0.00	A	5,398,814	I	Co-Trustee of Trust
Common Stock^F4	Jun 28, 2016	G	532,385	$0.00	A	2,573,379	I	Co-Trustee of Trust
Common Stock^F2	Aug 11, 2016	G	314,567	$0.00	D	18,694,787	I	Trustee of GRATs
Common Stock^F4	Aug 11, 2016	G	314,567	$0.00	A	2,887,946	I	Co-Trustee of Trust
Common Stock^F2	Aug 19, 2016	G	299,207	$0.00	D	18,395,580	I	Trustee of GRATs
Common Stock^F4	Aug 19, 2016	G	299,207	$0.00	A	3,187,153	I	Co-Trustee of Trust
Common Stock^F8	Oct 6, 2016	G	2,043,372	$0.00	D	0	I	Co-Trustee of Trust
Common Stock	Oct 6, 2016	G	681,124	$0.00	A	681,124	D
Common Stock^F2	Nov 30, 2016	G	283,724	$0.00	D	18,111,856	I	Trustee of GRATs
Common Stock^F4	Nov 30, 2016	G	283,724	$0.00	A	3,470,877	I	Co-Trustee of Trust
Common Stock^F2	Dec 7, 2016	G	1,448,410	$0.00	D	16,663,446	I	Trustee of GRATs
Common Stock^F4	Dec 7, 2016	G	1,448,410	$0.00	A	4,919,287	I	Co-Trustee of Trust
Common Stock^F9	holding	—	—		—	1,936,276	I	Co-General Partner of Partnership

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Annuity distributions made from grantor retained annuity trusts (GRATs) created for the benefit of Ann Gerdin.
F2Mr. 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.
F3Mr. Gerdin is one of the beneficiaries of the 2007 Gerdin Heartland Trust. A remainder interest of 2,333,854 shares was distributed from a GRAT created for the benefit of Mrs. Gerdin to the 2007 Gerdin Heartland Trust. The two other beneficiaries of the 2007 Gerdin Heartland Trust, Julie Durr and Angela Janssen, also reported the distribution of the remainder interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. Beneficial ownership was 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.
F4Mr. Gerdin, Mrs. Durr, Mrs. 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.
F5Shares transferred to two GRATs created for the benefit of Ann Gerdin. These shares were transferred from the Ann S. Gerdin Revocable Trust. Mr. Gerdin serves as trustee over these three GRATs and has no pecuniary interest other than an indirect remainder interest, if any. As trustee, Mr. Gerdin has voting and dispositive powers. Beneficial ownership is disclaimed.
F6Mr. Gerdin became sole trustee on January 19, 2016 over shares held by trusts created for the benefit of his children. As trustee, Mr. Gerdin has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.
F7Mr. Gerdin is one of the beneficiaries of the 2009 Gerdin Heartland Trust. A remainder interest of 596,076 shares was distributed from a GRAT 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 interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. 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.
F8Mr. Gerdin was one of the beneficiaries of the 2005 Gerdin Children's Trust. This trust was terminated and the 2,043,372 shares were distributed equally to the three beneficiaries. The two other beneficiaries of the 2005 Gerdin Children's Trust, Mrs. Durr and Mrs. Janssen, also reported the distribution of the remainder interest. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen became co-trustees on January 19, 2016. Beneficial ownership was 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.
F9The 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 the consent of at least one other co-general partner. Lawrence D. Crouse previously served as voting trustee over the shares represented by a voting trust certificate as of the event date. This voting trust agreement was terminated on January 19, 2016. 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. These shares have been held since 1997.