NATIONAL RESEARCH CORP — Director's Dealing 2014

Jan 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2014-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-06	Class A Common Stock	G	13723	—	Disposed	5363977	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	750	Indirect
Class A Common Stock	75	Indirect
Class B Common Stock	1815199	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)	$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)	$18.80	2024-01-07	Class A Common Stock (2904)	2904	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
Employee Stock Option (right to buy)	$34.15	2024-01-07	Class B Common Stock (266)	266	Direct

Footnotes

F1: Does not include 750,000 shares of class A common stock currently held in certain GRAT agreements, all or a portion of which will be returned to Mr. Hays over the next two years.

F2: Does not include 750,000 shares of class A common stock currently held in certain GRAT agreements, 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: This option became fully exercisable on January 5, 2011.

F7: This option became fully exercisable on January 5, 2012.

F8: This option became fully exercisable on January 4, 2013.

F9: This option became fully exercisable on January 5, 2014.

F10: This option becomes fully exercisable on January 5, 2015.

F11: This option becomes fully exercisable on January 5, 2016.

F12: This option becomes fully exercisable on January 5, 2017.

F13: This option becomes fully exercisable on January 7, 2018.

F14: This option becomes fully exercisable on January 7, 2019.