Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ann S. Gerdin Revocable Trust

(Last)

(First)

(Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Co-Trustee of 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2024		P		49,506	A	$12.2427⁽¹⁾	898,584	I	Trustee of Trust⁽²⁾
Common Stock								8,510,438	D⁽³⁾
Common Stock								1,451,828	I	Trustee of Trust⁽⁴⁾
Common Stock								4,283,975	I	Co-Trustee of Trust⁽⁵⁾
Common Stock								38,424	I	Trustee of Trusts⁽⁶⁾
Common Stock								38,424	I	Trustee of Trusts⁽⁷⁾
Common Stock								5,003,805	I	Co-Trustee of Trust⁽⁸⁾
Common Stock								7,813	I	By Spouse⁽⁹⁾
Common Stock								1,936,276	I	Co-General Partner of Partnership⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Ann S. Gerdin Revocable Trust

(Last)

(First)

(Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Co-Trustee of 10% Owner

1. Name and Address of Reporting Person^*

Janssen Angela K

(Last)

(First)

(Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Co-Trustee of 10% Owner

1. Name and Address of Reporting Person^*

Gerdin Ann S

(Last)

(First)

(Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Durr Julie J

(Last)

(First)

(Middle)

901 HEARTLAND WAY

(Street)

NORTH LIBERTY

52317

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Co-Trustee of 10% Owner

Explanation of Responses:

1. The price reflects a weighted average purchase price for multiple transactions ranging from 12.1750 to 12.2500 per share, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares purchased at each separate price.

2. Julie Durr is the trustee of the Julie J. Durr Revocable Trust with voting and dispositive power.

3. Michael 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.

4. Angela Janssen is the trustee of the Angela K. Janssen Revocable Trust with voting and dispositive power.

5. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2009 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 consent of the other two trustees.

6. Mrs. Janssen is the trustee of 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.

7. Mrs. Durr is the trustee of 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.

8. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are 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.

9. Mrs. Janssen's husband owns these shares. Beneficial ownership of these shares is disclaimed.

10. The 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.

Remarks:

	/s/Michael Gerdin, Co-Trustee of the Ann S. Gerdin Revocable Trust, by Chris Strain, pursuant to power of attorney previously filed	11/20/2024
	/s/Angela K. Janssen, by Chris Strain, pursuant to power of attorney previously filed	11/20/2024
	/s/Julie J. Durr, by Chris Strain, pursuant to power of attorney previously filed	11/20/2024
	/s/ Ann S. Gerdin, by Chris Strain, pursuant to power of attorney previously filed	11/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.