NATIONAL RESEARCH CORP — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2015-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Class A Common Stock	G	281638	—	Acquired	5768684	Direct
2015-07-10	Class A Common Stock	G	564373	—	Acquired	6333057	Direct
2015-08-03	Class A Common Stock	G	138220	—	Acquired	6471277	Direct
2015-03-03	Class A Common Stock	G	281638	—	Acquired	565123	Indirect
2015-07-10	Class A Common Stock	G	564373	—	Disposed	750	Indirect
2015-08-03	Class A Common Stock	G	138220	—	Acquired	138970	Indirect
2015-07-10	Class B Common Stock	G	125000	—	Acquired	1973205	Direct
2015-07-10	Class B Common Stock	G	125000	—	Disposed	125	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	75	Indirect
Class B Common Stock	12	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	$15.23	2026-01-05	Class A Common Stock (9145)	9145	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
Employee Stock Option (right to buy)	$34	2026-01-05	Class B Common Stock (1524)	1524	Direct

Footnotes

F1: Return of shares of Class A Common Stock pursuant to certain GRAT agreements.

F2: The reporting person disclaims beneficial ownership of these shares.

F3: This Form 4 reflects the correction of a prior error in the calculation of the number of shares of Class B Common Stock beneficially owned by the reporting person following the reported transaction.

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

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

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

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

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

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

F10: This option becomes fully exercisable on January 7, 2018.

F11: This option becomes fully exercisable on January 7, 2019.

F12: This option becomes fully exercisable on January 6, 2020.

F13: This option becomes fully exercisable on January 5, 2021.