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Ann S. Gerdin Revocable Trust 4

Accession 0001664211-19-000004

CIK 0000799233other

View on SEC.gov Company Profile

Filed

Dec 17, 7:00 PM ET

Accepted

Dec 18, 6:42 PM ET

Size

28.8 KB

Accession

0001664211-19-000004

Insider Transaction Report

Form 4

Period: 2019-01-22

HEARTLAND EXPRESS INCHTLD

Ann S. Gerdin Revocable Trust

10% OwnerOther

Transactions

Gift
Common Stock
2019-12-07+445,849→ 9,060,485 total(indirect: By Trust)
Other
Common Stock
2019-12-16$19.80/sh−2,020,000$39,996,000→ 7,040,485 total(indirect: By Trust)
Gift
Common Stock
2019-01-22+984,766→ 13,259,366 total
Gift
Common Stock
2019-12-07+603,318→ 15,365,775 total
Gift
Common Stock
2019-01-22+672,499→ 13,931,865 total
Other
Common Stock
2019-12-16$19.80/sh+2,020,000$39,996,000→ 17,385,775 total
Gift
Common Stock
2019-01-22+651,010→ 8,614,636 total(indirect: By Trust)
Gift
Common Stock
2019-12-07+830,592→ 14,762,457 total

Holdings

Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Partnership)
1,936,276
Common Stock
681,124
Common Stock
681,124
Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Trust)
5,003,805
Common Stock
(indirect: By Spouse)
7,813

Janssen Angela K

Other

Transactions

Gift
Common Stock
2019-01-22+651,010→ 8,614,636 total(indirect: By Trust)
Gift
Common Stock
2019-12-07+603,318→ 15,365,775 total
Other
Common Stock
2019-12-16$19.80/sh+2,020,000$39,996,000→ 17,385,775 total
Other
Common Stock
2019-12-16$19.80/sh−2,020,000$39,996,000→ 7,040,485 total(indirect: By Trust)
Gift
Common Stock
2019-01-22+984,766→ 13,259,366 total
Gift
Common Stock
2019-01-22+672,499→ 13,931,865 total
Gift
Common Stock
2019-12-07+830,592→ 14,762,457 total
Gift
Common Stock
2019-12-07+445,849→ 9,060,485 total(indirect: By Trust)

Holdings

Common Stock
(indirect: By Spouse)
7,813
Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Trust)
5,003,805
Common Stock
(indirect: By Partnership)
1,936,276
Common Stock
681,124
Common Stock
681,124
Common Stock
(indirect: By Trust)
38,424

Gerdin Ann S

Other

Transactions

Gift
Common Stock
2019-01-22+984,766→ 13,259,366 total
Gift
Common Stock
2019-01-22+651,010→ 8,614,636 total(indirect: By Trust)
Gift
Common Stock
2019-12-07+830,592→ 14,762,457 total
Other
Common Stock
2019-12-16$19.80/sh+2,020,000$39,996,000→ 17,385,775 total
Gift
Common Stock
2019-01-22+672,499→ 13,931,865 total
Gift
Common Stock
2019-12-07+445,849→ 9,060,485 total(indirect: By Trust)
Other
Common Stock
2019-12-16$19.80/sh−2,020,000$39,996,000→ 7,040,485 total(indirect: By Trust)
Gift
Common Stock
2019-12-07+603,318→ 15,365,775 total

Holdings

Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Partnership)
1,936,276
Common Stock
681,124
Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Trust)
5,003,805
Common Stock
681,124
Common Stock
(indirect: By Spouse)
7,813

Durr Julie J

Other

Transactions

Gift
Common Stock
2019-01-22+984,766→ 13,259,366 total
Gift
Common Stock
2019-01-22+672,499→ 13,931,865 total
Other
Common Stock
2019-12-16$19.80/sh+2,020,000$39,996,000→ 17,385,775 total
Gift
Common Stock
2019-01-22+651,010→ 8,614,636 total(indirect: By Trust)
Gift
Common Stock
2019-12-07+830,592→ 14,762,457 total
Gift
Common Stock
2019-12-07+603,318→ 15,365,775 total
Gift
Common Stock
2019-12-07+445,849→ 9,060,485 total(indirect: By Trust)
Other
Common Stock
2019-12-16$19.80/sh−2,020,000$39,996,000→ 7,040,485 total(indirect: By Trust)

Holdings

Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Spouse)
7,813
Common Stock
681,124
Common Stock
(indirect: By Trust)
38,424
Common Stock
(indirect: By Trust)
5,003,805
Common Stock
(indirect: By Partnership)
1,936,276
Common Stock
681,124

Footnotes (12)

[F1]Annuity distributions made from grantor retained annuity trusts created for the benefit of Ann Gerdin.
[F10]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.
[F11]Mrs. Janssen's directly owned shares.
[F12]Mrs. Durr's directly owned shares.
[F2]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.
[F3]Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are the beneficiaries of the 2009 Gerdin Heartland Trust. Remainder interests were distributed from grantor retained annuity trusts created for the benefit of Mrs. Gerdin to the 2009 Gerdin Heartland Trust. Mr. Gerdin, one of the three beneficiaries of the 2009 Gerdin Heartland Trust also reported the distribution of the remainder interests. 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.
[F4]Pursuant to a "substitution of assets" provision in the applicable trust documents of the 2009 Gerdin Heartland Trust, 2,020,000 shares were withdrawn from the trust and contributed to the Ann S. Gerdin Revocable Trust, and assets having a value equal to the withdrawn securities were contributed to the 2009 Gerdin Heartland Trust in substitution for the withdrawn securities. To the extent that this substitution of assets is deemed to be a purchase, the price reflecting the value for the withdrawn securities is $19.80 per share.
[F5]The sale price per share is estimated as of December 16, 2019 and is subject to adjustment. The final sales price per share will be determined pursuant to a valuation performed by an independent financial advisor retained by the reporting persons, with such valuation including an evaluation of trading discounts appropriate for large block transactions in equity securities with similar trading characteristics. If the final sales price per share is not $19.80, the reporting persons undertake to amend this Form 4 to provide the final sales price per share as determined by the independent financial advisor.
[F6]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.
[F7]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.
[F8]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.
[F9]Mrs. Janssen's husband owns these shares. Beneficial ownership of these shares is disclaimed.

Documents

1 file

4
wf-form4_157671253939874.xmlPrimary
FORM 4

Issuer

HEARTLAND EXPRESS INC

CIK 0000799233

→

Entity typeother

Related Parties

filerCIK 0001664211

Filing Metadata

Form type: 4
Filed: Dec 17, 7:00 PM ET
Accepted: Dec 18, 6:42 PM ET
Size: 28.8 KB

View on SEC.gov