SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Gerdin Ann S

(Last)

(First)

(Middle)

901 NORTH KANSAS AVENUE

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2014

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

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

X	Form filed by One Reporting Person
	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	01/15/2014		G		946,624⁽¹⁾	A	$0	8,175,730	D⁽²⁾
Common Stock	02/18/2014		G		8,280⁽³⁾	D	$0	8,167,450	D⁽²⁾
Common Stock	05/21/2014		G		364,832⁽¹⁾	A	$0	8,532,282	D⁽²⁾
Common Stock	06/30/2014		G		286,624⁽¹⁾	A	$0	8,818,906	D⁽²⁾
Common Stock	08/11/2014		G		487,780⁽¹⁾	A	$0	9,306,686	D⁽²⁾
Common Stock	08/11/2014		G		181,307⁽¹⁾	A	$0	9,487,993	D⁽²⁾
Common Stock	08/19/2014		G		164,205⁽¹⁾	A	$0	9,652,198	D⁽²⁾
Common Stock	08/19/2014		G		442,442⁽¹⁾	A	$0	10,094,640	D⁽²⁾
Common Stock	12/01/2014		G		160,213⁽¹⁾	A	$0	10,254,853	D⁽²⁾
Common Stock	12/12/2014		G		918,165⁽¹⁾	A	$0	11,173,018	D⁽²⁾
Common Stock	01/15/2015		G	V	887,407⁽¹⁾	A	$0	12,060,425	D⁽²⁾
Common Stock								1,936,276	I⁽⁴⁾	By LP

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)

Explanation of Responses:

1. Annuity distributions made from grantor retained annuity trusts with an independent trustee were made to Mrs. Gerdin's revocable trust.

2. Shares owned by the revocable trust of Mrs. Gerdin over which she serves as trustee.

3. A bona fide gift of 8,280 shares was made from Mrs. Gerdin's revocable trust.

4. Gerdin Family Investments, LP ("GFI" the "Limited Partnership") owns a voting trust certificate representing 1,936,276 shares of Heartland Express, Inc. Common Stock. Mrs. Gerdin is a general partner of the Limited Partnership. Although, the entire number of shares controlled by the Limited Partnership is disclosed herein (as permitted by SEC rules), Mrs. Gerdin disclaims beneficial ownership of shares in excess of the number attributable to her ownership interest. Mrs. Gerdin is not the voting trustee and has no power to vote with the shares in which the Limited Partnership has an interest.

Remarks:

	/s/ Ann S. Gerdin, by Thomas Hill, attorney-in-fact, pursuant to POA previously filed	03/03/2015
	** 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).
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