NELNET INC — Director's Dealing 2017

Jul 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2017-07-17

Reporting Person: MUHLEISEN ANGIE (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-17	Class A Common Stock	S	1000	$47.57	Disposed	527165	Indirect
2017-07-17	Class A Common Stock	S	1000	$47.57	Disposed	525708	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2589646	Direct
Class A Common Stock	661093	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	174930	Indirect
Class A Common Stock	174930	Indirect
Class A Common Stock	174930	Indirect
Class A Common Stock	174930	Indirect

Footnotes

F1: These shares were sold by the reporting person's adult daughter pursuant to a Rule 10b5-1 Plan (the "Daughter's Plan") entered into on March 15, 2017, which provides for the sale of shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date. To the extent any future sales occur pursuant to the Daughter's Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission ("SEC").

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the shareholder does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan.

F3: These shares were sold by the reporting person's adult son pursuant to a Rule 10b5-1 Plan (the "Son's Plan") entered into on March 15, 2017, which provides for the sale of shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date. To the extent any future sales occur pursuant to the Son's Plan, such sales will be publicly disclosed in Form 4 filings with the SEC.

F4: These shares include 105,327 shares that the reporting person holds jointly with her spouse.

F5: Shares held by a Dynasty Trust, of which the adult daughter of the reporting person is the initial 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 the reporting person's pecuniary interest therein.

F6: Shares held by a Dynasty Trust, of which the adult son of the reporting person is the initial 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 the reporting person's pecuniary interest therein.

F7: Shares held by the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.

F8: Shares held by the Jason D. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.

F9: Shares held by the A. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.

F10: Shares held by the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.