SEC Form 5 · accession 0001664211-17-000002
HEARTLAND EXPRESS INC · HTLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ann S Gerdin
10% Owner
Julie J Durr
Other
Ann S. Gerdin Revocable Trust
10% Owner · Other
Angela K Janssen
Other
Period of report
Dec 31, 2016
Accepted (ET)
Jan 31, 2017 · 6:24 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 StockF2 | Jan 15, 2016 | G | 1,797,424 | $0.00 | A | 8,050,474 | D | |
| Common StockF3 | Jan 15, 2016 | G | 2,333,854 | $0.00 | A | 5,003,805 | I | Co-Trustee of Trust |
| Common StockF2 | Jan 19, 2016 | G | 6,000,000 | $0.00 | D | 2,050,474 | D | |
| Common StockF2 | May 9, 2016 | G | 9,480 | $0.00 | D | 2,040,994 | D | |
| Common StockF5 | May 9, 2016 | G | 3,160 | $0.00 | A | 35,744 | I | Trustee of Trusts |
| Common StockF6 | May 9, 2016 | G | 3,160 | $0.00 | A | 35,744 | I | Trustee of Trusts |
| Common StockF7 | Jun 28, 2016 | G | 596,076 | $0.00 | A | 5,398,814 | I | Co-Trustee of Trust |
| Common StockF2 | Jun 28, 2016 | G | 532,385 | $0.00 | A | 2,573,379 | D | |
| Common StockF2 | Aug 11, 2016 | G | 314,567 | $0.00 | A | 2,887,946 | D | |
| Common StockF2 | Aug 19, 2016 | G | 299,207 | $0.00 | A | 3,187,153 | D | |
| Common StockF8 | 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 | Oct 6, 2016 | G | 681,124 | $0.00 | A | 681,124 | D | |
| Common StockF2 | Nov 30, 2016 | G | 283,724 | $0.00 | A | 3,470,877 | D | |
| Common StockF2 | Dec 7, 2016 | G | 1,448,410 | $0.00 | A | 4,919,287 | D | |
| Common StockF9 | holding | — | — | — | 7,813 | I | By Spouse | |
| Common StockF10 | 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 created for the benefit of Ann Gerdin.
- F10The 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.
- F2Michael 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.
- F3Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2007 Gerdin Heartland Trust. A remainder interest of 2,333,854 shares was distributed from a grantor retained annuity trust created for the benefit of Mrs. Gerdin to the 2007 Gerdin Heartland Trust. Mr. Gerdin, one of the three beneficiaries of the 2007 Gerdin Heartland Trust 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.
- F4Shares transferred to two grantor retained annuity trusts created for the benefit of Ann Gerdin.
- F5Mrs. Durr became sole trustee on January 19, 2016 over shares held by trusts created for the benefit of her children. As trustee, Mrs. Durr has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.
- F6Mrs. Janssen became sole trustee on January 19, 2016 over shares held by trusts created for the benefit of her children. As trustee, Mrs. Janssen has voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.
- F7Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2009 Gerdin Heartland Trust. A remainder interest of 596,076 shares was distributed from a grantor retained annuity trust created for the benefit of Mrs. Gerdin to the 2009 Gerdin Heartland Trust. Mr. Gerdin, one of the three beneficiaries of the 2009 Gerdin Heartland Trust 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, Mrs. Durr, and Mrs. Janssen were 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. Mr. Gerdin, one of the three beneficiaries of the 2005 Gerdin Children's Trust also reported the distribution. 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.
- F9Mrs. Janssen's husband owns these shares. These shares include 1,500 shares that vested on June 1, 2016 in accordance with the 2011 Restricted Stock Plan and were not previously reported. Beneficial ownership of these shares is disclaimed.