Edgar Filing: HEARTLAND EXPRESS INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0362

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1. Name and Address of Reporting Person ^*

Ann S. Gerdin Revocable Trust

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

(Last)

(First)

(Middle)

901 NORTH KANSAS AVENUE

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

(Street)

NORTH LIBERTY,Â IAÂ 52317

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

6. Individual or Joint/Group Reporting
(check applicable line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	08/11/2014	Â	G5⁽¹⁾	487,780	A	$ 0	9,306,686	D ⁽²⁾	Â
Common Stock	08/11/2014	Â	G5⁽¹⁾	181,307	A	$ 0	9,487,993	D ⁽²⁾	Â
Common Stock	08/19/2014	Â	G5⁽¹⁾	164,205	A	$ 0	9,652,198	D ⁽²⁾	Â
Common Stock	08/19/2014	Â	G5⁽¹⁾	442,442	A	$ 0	10,094,640	D ⁽²⁾	Â
Common Stock	12/01/2014	Â	G5⁽¹⁾	160,213	A	$ 0	10,254,853	D ⁽²⁾	Â
Common Stock	12/12/2014	Â	G5⁽¹⁾	918,165	A	$ 0	11,173,018	D ⁽²⁾	Â
Common Stock	01/15/2015	Â	G	887,407	A	$ 0	12,060,425	D ⁽²⁾	Â
Common Stock	06/04/2015	Â	G	430,894	A	$ 0	12,491,319	D ⁽²⁾	Â
Common Stock	06/11/2015	Â	G	7,800	D	$ 0	12,483,519	D ⁽²⁾	Â
Common Stock	06/11/2015	Â	G	2,600	A	$ 0	32,584	I	Co-Trustee of Trust ⁽³⁾
Common Stock	06/11/2015	Â	G	2,600	A	$ 0	32,584	I	Co-Trustee of Trust ⁽⁴⁾
Common Stock	08/11/2015	Â	G	235,259	A	$ 0	12,718,778	D ⁽²⁾	Â
Common Stock	08/19/2015	Â	G	224,939	A	$ 0	12,943,717	D ⁽²⁾	Â
Common Stock	10/09/2015	Â	G	370,092	A	$ 0	13,313,809	D ⁽²⁾	Â
Common Stock	11/30/2015	Â	G	260,510	A	$ 0	13,574,319	D ⁽²⁾	Â
Common Stock	12/07/2015	Â	G	9,000,000	D	$ 0	4,574,319	D ⁽²⁾	Â
Common Stock	12/18/2015	Â	G	1,678,731	A	$ 0	6,253,050	D ⁽²⁾	Â
Common Stock	12/18/2015	Â	G	2,107,282	A	$ 0	2,669,951	I	Beneficiary of Trust ⁽⁵⁾
Common Stock	Â	Â	Â	Â	Â	Â	4,802,738	I	Beneficiary of Trust ⁽⁶⁾
Common Stock	Â	Â	Â	Â	Â	Â	2,043,372	I	Beneficiary of Trust ⁽⁷⁾
Common Stock	Â	Â	Â	Â	Â	Â	1,936,276	I	Co-General Partner of Partnership ⁽⁸⁾
Common Stock	Â	Â	Â	Â	Â	Â	6,313	I	By Spouse ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ann S. Gerdin Revocable Trust 901 NORTH KANSAS AVENUE NORTH LIBERTY,Â IAÂ 52317	Â	Â X	Â	Co-Trustee of 10% Owner
Janssen Angela K 901 NORTH KANSAS AVENUE NORTH LIBERTY,Â IAÂ 52317	Â	Â	Â	Co-Trustee of 10% Owner
Gerdin Ann S 901 NORTH KANSAS AVENUE NORTH LIBERTY,Â IAÂ 52317	Â	Â X	Â	Â
Durr Julie J 901 NORTH KANSAS AVENUE NORTH LIBERTY,Â IAÂ 52317	Â	Â	Â	Co-Trustee of 10% Owner

Signatures

/s/Michael Gerdin, Co-Trustee, by Thomas E. Hill, pursuant to power of attorney previously filed		02/04/2016
^**Signature of Reporting Person		Date
/s/Angela K. Janssen, by Thomas E. Hill, pursuant to power of attorney previously filed		02/04/2016
^**Signature of Reporting Person		Date
/s/ Ann S. Gerdin, by Thomas E. Hill, pursuant to power of attorney previously filed		02/04/2016
^**Signature of Reporting Person		Date
/s/Julie J. Durr, by Thomas E. Hill, pursuant to power of attorney previously filed		02/04/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Ann S. Gerdin Revocable Trust became a 10% owner on June 30, 2014. The reported transactions represent previously unreported gifts for 2014.
(2)	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.
(3)	Mrs. Durr is co-trustee over shares held by trusts created for the benefit of her children. As co-trustee, Mrs. Durr has shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.
(4)	Mrs. Janssen is co-trustee over shares held by trusts created for the benefit of her children. As co-trustee, Mrs. Janssen has shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed.
(5)	Mrs. Durr and Mrs. Janssen are two of the beneficiaries of the 2007 Gerdin Heartland Trust. A remainder interest of 2,107,282 shares was distributed from a grantor retained annuity trust created for the benefit of Mrs. Gerdin to the 2007 Gerdin Heartland Trust. Mr. Gerdin, the third beneficiary of the 2007 Gerdin Heartland Trust, previously reported the distribution of the remainder interest.
(6)	Mrs. Durr, Mrs. Janssen, and Mr. Gerdin are the beneficiaries of the 2009 Gerdin Heartland Trust. None of Mrs. Durr, Mrs. Janssen, or Mr. Gerdin has voting and dispositive powers with respect to this trust. Lawrence D. Crouse served as trustee as of the event date. Beneficial ownership is disclaimed.
(7)	Mrs. Durr, Mrs. Janssen, and Mr. Gerdin are the beneficiaries of the 2005 Gerdin Children's Trust. None of Mrs. Durr, Mrs. Janssen, or Mr. Gerdin has voting and dispositive powers with respect to this trust. Lawrence D. Crouse served as trustee as of the event date. Beneficial ownership 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. Lawrence D. Crouse served as voting trustee over the shares represented by a voting trust certificate as of the event date. 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.
(9)	Mrs. Janssen's husband owns these shares. Beneficial ownership of these shares is disclaimed.

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