NELNET INC — Director's Dealing 2017

Mar 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2017-03-09

Reporting Person: Tewes Timothy (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Class A Common Stock	F	364	$42.97	Disposed	46233	Direct
2017-03-10	Class A Common Stock	F	287	$43.08	Disposed	45946	Direct
2017-03-10	Class A Common Stock	F	233	$43.08	Disposed	45713	Direct
2017-03-10	Class A Common Stock	F	276	$43.08	Disposed	45437	Direct
2017-03-10	Class A Common Stock	A	14165	—	Acquired	59602	Direct
2017-03-10	Class A Common Stock	F	4626	$45.67	Disposed	54976	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 9, 2017.

F3: Includes 1,492 shares issued pursuant to the issuer's Employee Share Purchase Plan.

F4: 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, 2017.

F5: Issued pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2016 paid in stock, which the reporting person became entitled to receive on March 10, 2017.

F6: Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2017 award by the issuer of 14,165 shares of bonus compensation stock.

F7: 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 28, 2017 through March 6, 2017.