NATIONAL RESEARCH CORP — Director's Dealing 2018

Apr 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCIA/B)
CIK: 0000070487
Period of Report: 2018-04-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-17	Class B Common Stock	D	125	—	Disposed	0	Indirect
2018-04-17	Common Stock	A	125	—	Acquired	139095	Indirect
2018-04-17	Class B Common Stock	D	12	—	Disposed	0	Indirect
2018-04-17	Common Stock	A	12	—	Acquired	87	Indirect
2018-04-17	Common Stock	A	3870	—	Acquired	3870	Direct
2018-04-17	Common Stock	F	1799	$33.55	Disposed	2071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-17	Employee Stock Option (right to buy)	$21.5	D	2491	Disposed	2022-01-05	Class B Common Stock (2491)	Direct
2018-04-17	Employee Stock Option (right to buy)	$27.13	D	1823	Disposed	2023-01-07	Class B Common Stock (1823)	Direct
2018-04-17	Employee Stock Option (right to buy)	$34.15	D	266	Disposed	2024-01-07	Class B Common Stock (266)	Direct
2018-04-17	Employee Stock Option (right to buy)	$35.48	D	1669	Disposed	2025-01-06	Class B Common Stock (1669)	Direct
2018-04-17	Employee Stock Option (right to buy)	$34	D	1524	Disposed	2026-01-05	Class B Common Stock (1524)	Direct
2018-04-17	Employee Stock Option (right to buy)	$40.54	D	1246	Disposed	2027-01-04	Class B Common Stock (1246)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$8.12	2019-01-05	Common Stock (20109)	20109	Direct
Employee Stock Option (right to buy)	$6.29	2020-01-05	Common Stock (26481)	26481	Direct
Employee Stock Option (right to buy)	$9.14	2021-01-05	Common Stock (17745)	17745	Direct
Employee Stock Option (right to buy)	$10.75	2022-01-05	Common Stock (14949)	14949	Direct
Employee Stock Option (right to buy)	$14.50	2023-01-07	Common Stock (10938)	10938	Direct
Employee Stock Option (right to buy)	$18.80	2024-01-07	Common Stock (2904)	2904	Direct
Employee Stock Option (right to buy)	$13.17	2025-01-06	Common Stock (10014)	10014	Direct
Employee Stock Option (right to buy)	$15.23	2026-01-05	Common Stock (9145)	9145	Direct
Employee Stock Option (right to buy)	$18.8	2027-01-04	Common Stock (7478)	7478	Direct
Employee Stock Option (right to buy)	$36.8	2028-01-03	Common Stock (5193)	5193	Direct

Footnotes

F1: On April 17, 2018, the Issuer completed a recapitalization whereby the Issuer exchanged one share of its then-existing class A common stock, plus $19.59 in cash, without interest, for each share of its then-existing class B common stock and, following such exchange, each share of class A common stock was reclassified as a share of Common Stock (the "Recapitalization").

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

F3: Pursuant to the Recapitalization, all outstanding options to purchase class B common stock were vested in full and cancelled. In exchange for the option, the reporting person received one share of common stock, plus $19.59 in cash, for each class B option, less the exercise price per share of the option and any applicable tax withholding.

F4: This option became fully exercisable on January 5, 2014.

F5: This option became fully exercisable on January 5, 2015.

F6: This option became fully exercisable on January 5, 2016.

F7: This option became fully exercisable on January 5, 2017.

F8: This option became fully exercisable on January 7, 2018.

F9: This option becomes fully exercisable on January 7, 2019.

F10: This option becomes fully exercisable on January 6, 2020.

F11: This option becomes fully exercisable on January 5, 2021.

F12: This option becomes fully exercisable on January 4, 2022.

F13: This option becomes fully exercisable on January 3, 2023.