Sec Form 5 Filing - Ann S. Gerdin Revocable Trust @ HEARTLAND EXPRESS INC - 2022-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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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 HEARTLAND WAY
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2022
(Street)
NORTH LIBERTY, IA52317
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/12/2022 G( 1 ) V 2,550,306 A $ 0 11,256,095 D ( 2 )
Common Stock 12/01/2022 G( 1 ) V 1,665,340 A $ 0 12,921,435 D ( 2 )
Common Stock 12/01/2022 G( 1 ) V 38,700 A $ 0 4,283,975 I Co-Trustee of Trust ( 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)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ann S. Gerdin Revocable Trust
901 HEARTLAND WAY
NORTH LIBERTY, IA52317
X Co-Trustee of 10% Owner
Janssen Angela K
901 HEARTLAND WAY
NORTH LIBERTY, IA52317
Co-Trustee of 10% Owner
Gerdin Ann S
901 HEARTLAND WAY
NORTH LIBERTY, IA52317
X
Durr Julie J
901 HEARTLAND WAY
NORTH LIBERTY, IA52317
Co-Trustee of 10% Owner
Signatures
/s/Michael Gerdin, Co-Trustee of the Ann S. Gerdin Revocable Trust, by Chris Strain, pursuant to power of attorney previously filed 02/14/2023
Signature of Reporting Person Date
/s/Angela K. Janssen, by Chris Strain, pursuant to power of attorney previously filed 02/14/2023
Signature of Reporting Person Date
/s/Julie J. Durr, by Chris Strain, pursuant to power of attorney previously filed 02/14/2023
Signature of Reporting Person Date
/s/ Ann S. Gerdin, by Chris Strain, pursuant to power of attorney previously filed 02/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Annuity distributions made from grantor retained annuity trusts (GRATs) created for the benefit of Ann Gerdin.
( 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 )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.
( 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.

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).
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