Edgar Filing: HUB GROUP 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

YEAGER PHILLIP C

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)
Chairman

(Last)

(First)

(Middle)

3050 HIGHLAND PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2005

(Street)

DOWNERS GROVE, IL 60515

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/25/2005		M		20,000	A	$ 7	148,280 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		900	D	$ 30.73	147,380 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		3,100	D	$ 30.72	144,280 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		1,800	D	$ 30.55	142,480 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		800	D	$ 30.28	141,680 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		1,200	D	$ 30.27	140,480 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		200	D	$ 30.22	140,280 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		500	D	$ 30.21	139,780 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		400	D	$ 30.2	139,380 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		1,400	D	$ 30.19	137,980 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		100	D	$ 30.18	137,880 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		100	D	$ 30.15	137,780 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		400	D	$ 30.14	137,380 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		900	D	$ 30.13	136,480 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		200	D	$ 30.09	136,280 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		200	D	$ 30.08	136,080 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		101	D	$ 30.07	135,979 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		300	D	$ 30.06	135,679 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		100	D	$ 30.05	135,579 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		100	D	$ 30.02	135,479 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		400	D	$ 30.01	135,079 ⁽¹⁾	D
Class A Common Stock	07/25/2005		S		6,799	D	$ 30	128,280 ⁽¹⁾	D
Class A Common Stock								1,000 ⁽²⁾	I	By Wife
Class B Common Stock								98,362 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option (Right to Buy)

$ 7

07/25/2005

20,000

⁽⁴⁾

03/12/2006

Class A Common Stock

20,000

$ 0

40,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
YEAGER PHILLIP C 3050 HIGHLAND PARKWAY DOWNERS GROVE, IL 60515	X		Chairman

Signatures

/s/ Phillip C. Yeager		07/27/2005
^**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)	14,134 of the shares of Class A Common Stock are restricted stock subject to vesting requirements. Also, on May 11, 2005, the Company issued its previously declared stock dividend at one share of Class A Common Stock on each share of Class A Common Stock and each share of Class B Common Stock issued and outstanding on the record date of May 4, 2005. As a result of the stock dividend, Mr. Yeager received 100,854 shares of Class A Common Stock. All the share totals, option totals, exercise prices and other figures listed herein have been restated to reflect post-stock dividend figures.
(2)	Mr. Yeager's wife received 500 shares of Class A Common Stock from the stock dividend.
(3)	The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their shares of Class B Common Stock in accordance with the vote of the holders of a majority of such shares. Members of the Yeager family own all 662,296 shares of the Class B Common Stock.
(4)	The option vests over 5 years. Mr. Yeager can exercise the option as follows: 20,000 shares on 3-12-1997, 20,000 shares on 3-12-1998, 20,000 shares on 3-12-1999, 20,000 shares on 3-12-2000, and 20,000 shares on 3-12-2001.

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