Heartland Express just filed a General Statement of acquisition of beneficial ownership
The following excerpt is from the company's filing:
Item 5.Interest in Securities of the Issuer.
(a)As of January 15, 2014, there were 87,704,993 shares of Common Stock outstanding. As of the date hereof, Mr. Gerdin may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 19,893,653 shares of Common Stock, representing approximately 22.7% of the issued and outstanding shares of Common Stock of the Issuer. The shares of Common Stock deemed to be beneficially owned by Mr. Gerdin consist of (i) 19,866,429 shares of Common Stock owned by nine GRATs established for the benefit of Ann S. Gerdin over which Mr. Gerdin serves as trustee; and (ii)27,224 shares of Common Stock owned by four trusts established for the benefit of Mr. Gerdin's children over which Mr. Gerdin serves as a co-trustee. Mr. Gerdin does not have any pecuniary interest in the aforementioned shares other than an indirect remainder interest, if any, in the nine GRATs. Mr. Gerdin is one of the beneficiaries of three trusts that hold a total of 9,749,625 shares of Common Stock of the Issuer. Mr. Gerdin does not have voting or dispositive powers with respect to these three trusts. A third party, Lawrence D. Crouse, serves as trustee. Beneficial ownership in these three trusts is disclaimed. Mr. Gerdin is a general and limited partner in a partnership that holds 1,936,276 shares of Common Stock of the Issuer. Mr. Gerdin does not have voting or dispositive powers with respect to these shares. Beneficial ownership in these partnership shares is disclaimed.
(b)Mr. Gerdin has the sole power to vote and dispose of 19,866,429 of the shares of Common Stock of the Issuer for which beneficial ownership is reported. Mr. Gerdin shares the power to vote and dispose of 27,224 of shares of Common Stock of the Issuer for which beneficial ownership is reported with Lawrence D. Crouse, as co-trustees.
The business address of Mr. Crouse is P. O. Box 480, Burke, South Dakota 57523. The principal occupation of Mr. Crouse is independent business owner. Mr. Crouse serves as a director of the Issuer. During the last five years, Mr. Crouse has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Crouse is a citizen of the United States of America.
(c)Transactions Effected During the Past 60 Days or since the most recent filing of Schedule 13D:
The following transactions with respect to shares by of the reporting person were effected since the most recent filing of Schedule 13D. These transactions were not effected in the open market.
On January 15, 2014, an annuity payment of 946,624 shares of Common Stock of the Issuer was made by the Ann S. Gerdin 2009 Grantor Retained Annuity Trust to the Ann S. Gerdin Revocable Trust. Mr. Gerdin serves as trustee of the 2009 Grantor Retained Annuity Trust created for the benefit of Ann S. Gerdin.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as described in Items 3, 4, and 5 of this Statement, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among Mr. Gerdin and any person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. Heartland Express next reports earnings on February 03, 2014.
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