NELNET INC — Director's Dealing 2016

Mar 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2016-03-11

Reporting Person: NOORDHOEK JEFFREY R (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Class A Common Stock	A	23675	—	Acquired	152994	Direct
2016-03-11	Class A Common Stock	F	7663	$37.95	Disposed	145331	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	126462	Indirect
Class A Common Stock	18370	Indirect
Class A Common Stock	190411	Indirect

Footnotes

F1: Issued pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2015 paid in stock, which the reporting person became entitled to receive on March 11, 2016.

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

F3: Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 11, 2016 award by the issuer of 23,675 shares of bonus compensation stock.

F4: Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for February 26, 2016 through March 3, 2016.

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.

F6: Shares held by The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole noncharitable beneficiary), which reflect a distribution and transfer from the trust to the reporting person of 1,720 shares on December 31, 2015. 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.

F7: Shares held by the Jeffrey R. Noordhoek Trust, which is a revocable trust for the benefit of the reporting person and his spouse and dependents.