Edgar Filing: HEARTLAND EXPRESS INC

Ownership Submission

FORM 4

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gordon Larry J.

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [HTLD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

901 N. KANSAS AVE

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

(Street)

NORTH LIBERTY, IA 52317

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 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	05/15/2015		A		455,402	A	⁽¹⁾	953,867 ⁽²⁾	D

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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 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

(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
Gordon Larry J. 901 N. KANSAS AVE NORTH LIBERTY, IA 52317	X

Signatures

/s/Larry J. Gordon, by Chris Strain, attorney-in-fact, pursuant to POA previously filed		06/09/2015
^**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 reported securities were received in an exempt transaction as the remaining consideration for 100% of the reporting person's stock in Gordon Trucking, Inc. ("GTI") in connection with the purchase of 100% of GTI's outstanding stock by Heartland Express, Inc., of Iowa ("HEIA"), a wholly-owned subsidiary of the registrant, along with cash received. The number of shares that the reporting person was entitled to acquire was determined with reference to a $14.37 per share value, which represents the average closing price of the registrant's common stock on the Nasdaq Global Select Market for the ten trading days ended on November 8, 2013. Based on the total amount of cash and stock of the registrant paid in connection with the purchase of 100% of GTI's outstanding stock, the GTI stock sold by the reporting person had a value of approximately $142,500,000.
(2)	Pursuant to the terms of the definitive purchase agreement, the reporting person received the reported securities (the "Escrow Shares") upon the release of such shares from an escrow account established in connection with such purchase agreement. Prior to their release, the Escrow Shares were held in the name of an escrow agent for the benefit of HEIA, and the reporting person's receipt of the Escrow Shares was subject to certain conditions provided in the definitive purchase agreement.

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