SEC Form 5 · accession 0001212393-19-000002

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, 2018

Accepted (ET)

Jan 28, 2019 · 5:02 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 19, 2018	G	697,884	$0.00	D	10,059,129	I	Trustee of GRATs
Common Stock^F2	Jan 19, 2018	G	475,319	$0.00	D	9,583,810	I	Trustee of GRATs
Common Stock^F3	Jan 19, 2018	G	697,884	$0.00	A	9,420,261	I	Co-Trustee of Trust
Common Stock^F3	Jan 19, 2018	G	475,319	$0.00	A	9,895,580	I	Co-Trustee of Trust
Common Stock^F2	Dec 7, 2018	G	1,094,411	$0.00	D	8,489,399	I	Trustee of GRATs
Common Stock^F2	Dec 7, 2018	G	469,509	$0.00	D	8,019,890	I	Trustee of GRATs
Common Stock^F3	Dec 7, 2018	G	1,094,411	$0.00	A	10,989,991	I	Co-Trustee of Trust
Common Stock^F4	Dec 7, 2018	G	469,509	$0.00	A	7,963,626	I	Co-Trustee of Trust
Common Stock^F2	Dec 7, 2018	G	745,004	$0.00	D	7,274,886	I	Trustee of GRATs
Common Stock^F2	Dec 7, 2018	G	539,605	$0.00	D	6,735,281	I	Trustee of GRATs
Common Stock^F3	Dec 7, 2018	G	745,004	$0.00	A	11,734,995	I	Co-Trustee of Trust
Common Stock^F3	Dec 7, 2018	G	539,605	$0.00	A	12,274,600	I	Co-Trustee of Trust
Common Stock^F5	holding	—	—		—	38,424	I	Trustee of Trusts
Common Stock^F6	holding	—	—		—	5,003,805	I	Co-Trustee of Trust
Common Stock^F7	holding	—	—		—	1,936,276	I	Co-General Partner of Partnership
Common Stock	holding	—	—		—	681,124	D

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, 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.
F4Mr. 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.
F5Mr. 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 this trust. Beneficial ownership is disclaimed.
F6Mr. 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.
F7The 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.