NATIONAL RESEARCH CORP — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2013-06-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Class A Common Stock	S	13153	$18	Disposed	5823147	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	375750	Indirect
Class A Common Stock	75	Indirect
Class B Common Stock	1806050	Direct
Class B Common Stock	62625	Indirect
Class B Common Stock	12	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$4.81	2014-01-05	Class A Common Stock (54894)	54894	Direct
Employee Stock Option (right to buy)	$5.12	2016-01-05	Class A Common Stock (33234)	33234	Direct
Employee Stock Option (right to buy)	$6.62	2017-01-05	Class A Common Stock (25068)	25068	Direct
Employee Stock Option (right to buy)	$7.59	2018-01-04	Class A Common Stock (21633)	21633	Direct
Employee Stock Option (right to buy)	$8.12	2019-01-05	Class A Common Stock (20109)	20109	Direct
Employee Stock Option (right to buy)	$6.29	2020-01-05	Class A Common Stock (26481)	26481	Direct
Employee Stock Option (right to buy)	$9.14	2021-01-05	Class A Common Stock (17745)	17745	Direct
Employee Stock Option (right to buy)	$10.75	2022-01-05	Class A Common Stock (14949)	14949	Direct
Employee Stock Option (right to buy)	$14.50	2023-01-07	Class A Common Stock (10938)	10938	Direct
Employee Stock Option (right to buy)	$12.6	2014-01-05	Class B Common Stock (9149)	9149	Direct
Employee Stock Option (right to buy)	$13.06	2016-01-05	Class B Common Stock (5539)	5539	Direct
Employee Stock Option (right to buy)	$15.31	2017-01-05	Class B Common Stock (4178)	4178	Direct
Employee Stock Option (right to buy)	$16.76	2018-01-04	Class B Common Stock (3605)	3605	Direct
Employee Stock Option (right to buy)	$17.57	2019-01-05	Class B Common Stock (3351)	3351	Direct
Employee Stock Option (right to buy)	$14.82	2020-01-05	Class B Common Stock (4413)	4413	Direct
Employee Stock Option (right to buy)	$19.09	2021-01-05	Class B Common Stock (2957)	2957	Direct
Employee Stock Option (right to buy)	$21.5	2022-01-05	Class B Common Stock (2491)	2491	Direct
Employee Stock Option (right to buy)	$27.13	2023-01-07	Class B Common Stock (1823)	1823	Direct

Footnotes

F1: Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years.

F2: Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.

F3: The reporting person disclaims beneficial ownership of these shares.

F4: Does not include 62,500 shares of class B common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years.

F5: Does not include 62,500 shares of class b common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.

F6: On May 22, 2013, the Issuer completed a recapitalization pursuant to which it, among other things, issued a stock dividend of three shares of class A common stock for each share of then-existing common stock and reclassified each share of its then-existing common stock as one-half of one share of class B common stock. All fractional shares of class B common stock were cashed-out in the recapitalization. In connection with the recapitalization, the exercise prices of outstanding options were equitably adjusted to prevent the dilution or enlargement of the benefits intended to be provided.

F7: This option became fully exercisable on January 5, 2009.

F8: This option became fully exercisable on January 5, 2011.

F9: This option became fully exercisable on January 5, 2012.

F10: This option became fully exercisable on January 4, 2013.

F11: This option becomes fully exercisable on January 5, 2014.

F12: This option becomes fully exercisable on January 5, 2015.

F13: This option becomes fully exercisable on January 5, 2016.

F14: This option becomes fully exercisable on January 5, 2017.

F15: This option becomes fully exercisable on January 7, 2018.