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: 2016-03-10

Reporting Person: Munn William J (Secy/Chief Legal Off/Gen Coun)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-10	Class A Common Stock	F	156	$39.32	Disposed	23292	Direct
2016-03-10	Class A Common Stock	F	138	$39.32	Disposed	23154	Direct
2016-03-10	Class A Common Stock	F	203	$39.32	Disposed	22951	Direct
2016-03-10	Class A Common Stock	F	191	$39.32	Disposed	22760	Direct
2016-03-11	Class A Common Stock	A	2273	—	Acquired	25033	Direct
2016-03-11	Class A Common Stock	F	721	$37.95	Disposed	24312	Direct
2016-03-11	Class A Common Stock	A	2636	—	Acquired	26948	Direct

Footnotes

F1: These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).

F2: Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares as of March 10, 2016.

F3: Includes 500 shares held jointly with spouse.

F4: 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.

F5: 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 2,273 shares of bonus compensation stock.

F6: 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.

F7: The acquired shares of Class A Common Stock were granted pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.