Phillip D Yeager Form 4 Hub / Phillip D Yeager ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Yeager Phillip D

(Last) (First) (Middle)

2001 HUB GROUP WAY

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hub Group, Inc. [ HUBG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2023

4. If Amendment, Date of 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

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
Class A Common Stock	11/09/2023		F		476	D	$69.91	43,488	D
Class A Common Stock								85	I	By 401(k)
Class B Common Stock								28,339(1)	D
Class B Common Stock								223,155(2)(3)	I	By Trusts

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares are subject to a stockholders' agreement pursuant to which the Yeager family members party thereto have agreed to vote all of their subject shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares.

2. Includes 176,276 shares held by the DPY 2015 Exempt Children's Trust, the trustees of which are Phillip D. Yeager, Matthew D. Yeager and Laura Y. Grusecki. Each of the trustees disclaims beneficial ownership of the Class B Common Stock held by the trust except to the extent of his or her pecuniary interest therein.

3. Includes 46,879 shares held by the David P. Yeager 2020 Hub Exempt Trust, the trustees of which are Julia E. Yeager, Phillip D. Yeager, Matthew D. Yeager and Laura Y. Grusecki. Each of the trustees disclaims beneficial ownership of the Class B Common Stock held by the trust except to the extent of his or her pecuniary interest therein.

Remarks:

Exhibit List: EX-24 Phillip D. Yeager POA

	Joey Graves, Attorney-in-Fact	11/14/2023
	** Signature of Reporting Person	Date
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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