NELNET INC — Director's Dealing 2016

Nov 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2016-09-09

Reporting Person: NOORDHOEK JEFFREY R (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Class A Common Stock	G	87455	—	Disposed	57876	Direct
2016-09-09	Class A Common Stock	G	87455	—	Acquired	277866	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18370	Indirect
Class A Common Stock	126462	Indirect

Footnotes

F1: On September 9, 2016, the reporting person transferred by gift a total of 87,455 shares to The Jeffrey R. Noordhoek Amended And Restated Revocable Trust, dated August 9, 2016, formerly named the Jeffrey R. Noordhoek Trust, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.

F2: Includes 4,919 shares issued pursuant to the issuer's Employee Share Purchase Plan.

F3: Shares held by The Jeffrey R. Noordhoek Amended And Restated Revocable Trust, dated August 9, 2016, formerly named the Jeffrey R. Noordhoek Trust, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.

F4: Shares held by The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole noncharitable beneficiary). The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interests therein.

F5: Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.