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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/14/2020 | S(1) | 489,130 | D | $20.02 | 3,916,863 | I | Co-Trustee of Trust(2) | ||
Common Stock | 18,158,354 | D(3) | ||||||||
Common Stock | 38,424 | I | Trustee of Trusts(4) | |||||||
Common Stock | 38,424 | I | Trustee of Trusts(5) | |||||||
Common Stock | 5,003,805 | I | Co-Trustee of Trust(6) | |||||||
Common Stock | 7,813 | I | By Spouse(7) | |||||||
Common Stock | 1,936,276 | I | Co-General Partner of Partnership(8) | |||||||
Common Stock | 681,124 | D(9) | ||||||||
Common Stock | 681,124 | D(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The 2009 Gerdin Heartland Trust sold 3,260,870 shares of Common Stock in a registered public offering on July 24, 2020, at a price per share of $20.02, after deducting underwriting discounts and commissions of $0.48 per share. Pursuant to the terms of the Underwriting Agreement, the 2009 Gerdin Heartland Trust granted the Underwriter a 30-day option to purchase up to an additional 489,130 shares of common stock on the same terms and conditions. The underwriter exercised the option to purchase 489,130 shares of common stock which settled on August 14, 2020. |
2. 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. |
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. 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. |
5. 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. |
6. 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. |
7. Mrs. Janssen's husband owns these shares. Beneficial ownership of these shares is disclaimed. |
8. 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. |
9. Mrs. Janssen's directly owned shares. |
10. Mrs. Durr's directly owned shares. |
Remarks: |
/s/Michael Gerdin, Co-Trustee of the Ann S. Gerdin Revocable Trust, by Chris Strain, pursuant to power of attorney previously filed | 08/14/2020 | |
/s/Angela K. Janssen, by Chris Strain, pursuant to power of attorney previously filed | 08/14/2020 | |
/s/Julie J. Durr, by Chris Strain, pursuant to power of attorney previously filed | 08/14/2020 | |
/s/ Ann S. Gerdin, by Chris Strain, pursuant to power of attorney previously filed | 08/14/2020 | |
** 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. |