SEC Form 4 · accession 0001591581-15-000004

HEARTLAND EXPRESS INC · HTLD

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reported securitieswere 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, including GTI stock held by the SAG GST Trust, had a value of approximately $71,250,000.
• F2Pursuant 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.
• F3Shares are held directly by the SAG GST Trust, of which the reporting person is the trustee and a beneficiary.