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: 2017-03-10

Reporting Person: NOORDHOEK JEFFREY R (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-10	Class A Common Stock	A	9561	—	Acquired	68182	Direct
2017-03-10	Class A Common Stock	F	3093	$45.67	Disposed	65089	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	277866	Indirect
Class A Common Stock	126462	Indirect
Class A Common Stock	17666	Indirect

Footnotes

F1: 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.

F2: Includes 4,960 shares issued pursuant to the issuer's Employee Share Purchase Plan. Also includes 704 shares distributed to the reporting person by The Noordhoek Charitable Remainder Unitrust I as discussed in footnote (7) below.

F3: 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 9,561 shares of bonus compensation stock.

F4: 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.

F5: Shares held by The Jeffrey R. Noordhoek Amended And Restated Revocable Trust, dated August 9, 2016, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.

F6: Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. 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 his pecuniary interest therein.

F7: Shares held by The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole noncharitable beneficiary), which reflect a distribution and transfer from the trust to the reporting person of 704 shares on December 30, 2016. 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 his pecuniary interest therein.