NATIONAL RESEARCH CORP — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCI)
CIK: 0000070487
Period of Report: 2012-05-15

Reporting Person: Hays Michael D. (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	S	20000	$50	Disposed	4166024	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect
Common Stock	25	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$16.1	2014-01-05	Common Stock (18298)	18298	Direct
Employee Stock Option (right to buy)	$17.25	2016-01-05	Common Stock (11078)	11078	Direct
Employee Stock Option (right to buy)	$22.87	2017-01-05	Common Stock (8356)	8356	Direct
Employee Stock Option (right to buy)	$26.5	2018-01-04	Common Stock (7211)	7211	Direct
Employee Stock Option (right to buy)	$28.51	2019-01-05	Common Stock (6703)	6703	Direct
Employee Stock Option (right to buy)	$21.65	2020-01-05	Common Stock (8827)	8827	Direct
Employee Stock Option (right to buy)	$32.31	2021-01-05	Common Stock (5915)	5915	Direct
Employee Stock Option (right to buy)	$38.35	2022-01-05	Common Stock (4983)	4983	Direct

Footnotes

F1: The reporting person disclaims beneficial ownership of these shares.

F2: This option became fully exercisable on January 5, 2009.

F3: This option became fully exercisable on January 5, 2011.

F4: This option became fully exercisable on January 5, 2012.

F5: This option becomes fully exercisable on January 4, 2013.

F6: This option becomes fully exercisable on January 5, 2014.

F7: This option becomes fully exercisable on January 5, 2015.

F8: This option becomes fully exercisable on January 5, 2016.

F9: This option becomes fully exercisable on January 5, 2017.