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: Kruger James D (Chief Financial Officer)

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	145251	Direct
2017-03-10	Class A Common Stock	F	287	$43.08	Disposed	144964	Direct
2017-03-10	Class A Common Stock	F	233	$43.08	Disposed	144731	Direct
2017-03-10	Class A Common Stock	F	276	$43.08	Disposed	144455	Direct
2017-03-10	Class A Common Stock	A	14165	—	Acquired	158620	Direct
2017-03-10	Class A Common Stock	F	4625	$45.67	Disposed	153995	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 on March 9, 2017.

F3: Includes 1,246 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 on 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.