NELNET INC — Director's Dealing 2017

Jun 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2017-06-23

Reporting Person: HENNING THOMAS EDWARD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-23	Class A Common Stock	A	2983	$39.40	Acquired	17536	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3102	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Class A Common Stock (39849)	39849	Direct

Footnotes

F1: The shares were granted pursuant to the issuer's Directors Stock Compensation Plan.

F2: 1-for-1.

F3: The shares of phantom stock were previously granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock at the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum at the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing at the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person.

F4: Includes a total of 488 shares acquired since June 28, 2016 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.