Co-Trustee of 10% Owner Ann S. Gerdin Revocable Trust bought $3,093,533 worth of shares (396,693 units at $7.80) (SEC Form 4)
$HTLD
Trucking Freight/Courier Services
Industrials
| 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*
(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) 05/06/2025 | ||||||||||||||||||||||||||
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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 | 05/06/2025 | P | 148,272 | A | $7.6037(1) | 1,600,100 | I | Trustee of Trust(2) | ||
| Common Stock | 05/07/2025 | P | 148,272 | A | $7.7045(3) | 1,046,856 | I | Trustee of Trust(4) | ||
| Common Stock | 05/08/2025 | P | 100,149 | A | $8.2253(5) | 1,700,249 | I | Trustee of Trust(2) | ||
| Common Stock | 8,813 | I | By Spouse(6) | |||||||
| Common Stock | 8,939,532 | D(7) | ||||||||
| Common Stock | 4,283,975 | I | Co-Trustee of Trust(8) | |||||||
| Common Stock | 38,424 | I | Trustee of Trusts(9) | |||||||
| Common Stock | 38,424 | I | Trustee of Trusts(10) | |||||||
| Common Stock | 5,003,805 | I | Co-Trustee of Trust(11) | |||||||
| Common Stock | 1,936,276 | I | Co-General Partner of Partnership(12) | |||||||
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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 price reflects a weighted average purchase price for multiple transactions ranging from 7.5150 to 7.6700 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. Angela Janssen is the trustee of the Angela K. Janssen Revocable Trust. |
| 3. The price reflects a weighted average purchase price for multiple transactions ranging from 7.6400 to 7.7500 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. |
| 4. Julie Durr is the trustee of the Julie J. Durr Revocable Trust. |
| 5. The price reflects a weighted average purchase price for multiple transactions ranging from 7.9300 to 8.3500 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. |
| 6. Mrs. Janssen's husband owns these shares. |
| 7. Mrs. Durr, Mrs. Janssen, and Mrs. Gerdin are among the co-trustees of the Ann S. Gerdin Revocable Trust. |
| 8. Mrs. Durr and Mrs. Janssen are among the co-trustees of the 2009 Gerdin Heartland Trust. As co-trustees, Mrs. Durr and Mrs. Janssen disclaim beneficial ownership with respect to this trust. |
| 9. Mrs. Janssen is the trustee of trusts created for the benefit of her children. |
| 10. Mrs. Durr is the trustee of trusts created for the benefit of her children. |
| 11. Mrs. Durr and Mrs. Janssen are among the co-trustees of the 2007 Gerdin Heartland Trust. As co-trustees, Mrs. Durr and Mrs. Janssen disclaim beneficial ownership with respect to this trust. |
| 12. The Ann S. Gerdin Revocable Trust, Mrs. Durr, and Mrs. Janssen are among the co-general partners of Gerdin Family Investments LP. 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 | 05/08/2025 | |
| /s/Angela K. Janssen, by Chris Strain, pursuant to power of attorney previously filed | 05/08/2025 | |
| /s/Julie J. Durr, by Chris Strain, pursuant to power of attorney previously filed | 05/08/2025 | |
| /s/ Ann S. Gerdin, by Chris Strain, pursuant to power of attorney previously filed | 05/08/2025 | |
| ** 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. | ||