NATIONAL RESEARCH CORP — Director's Dealing 2015

Apr 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2015-04-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-06	Class B Common Stock	S	12065	$31.5962	Disposed	1826866	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5708377	Direct
Class A Common Stock	283485	Indirect
Class A Common Stock	75	Indirect
Class B Common Stock	125125	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)	$13.17	2025-01-06	Class A Common Stock (10014)	10014	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
Employee Stock Option (right to buy)	$35.48	2025-01-06	Class B Common Stock (1669)	1669	Direct

Footnotes

F1: Does not include 467,265 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 467,265 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: The price in Column 4 is a weighted average price. The prices actually received ranged from $31.50 to $32.50. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F5: This option became fully exercisable on January 5, 2011.

F6: This option became fully exercisable on January 5, 2012.

F7: This option became fully exercisable on January 4, 2013.

F8: This option became fully exercisable on January 5, 2014.

F9: This option became fully exercisable on January 5, 2015.

F10: This option becomes fully exercisable on January 5, 2016.

F11: This option becomes fully exercisable on January 5, 2017.

F12: This option becomes fully exercisable on January 7, 2018.

F13: This option becomes fully exercisable on January 7, 2019.

F14: This option becomes fully exercisable on January 6, 2020.