NELNET INC — Director's Dealing 2017

Jan 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2017-01-05

Reporting Person: DUNLAP MICHAEL S (Director, Executive Chairman of Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-05	Class B Common Stock	G	233285	—	Disposed	0	Indirect
2017-01-05	Class B Common Stock	G	220343	—	Disposed	0	Indirect
2017-01-05	Class B Common Stock	G	151209	—	Acquired	151209	Indirect
2017-01-05	Class B Common Stock	G	151210	—	Acquired	151210	Indirect
2017-01-05	Class B Common Stock	G	151209	—	Acquired	151209	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1042803	Direct
Class B Common Stock	925110	Indirect
Class B Common Stock	446241	Indirect
Class B Common Stock	498888	Indirect
Class B Common Stock	374395	Indirect
Class B Common Stock	425648	Indirect
Class B Common Stock	1586691	Indirect
Class B Common Stock	181923	Indirect
Class B Common Stock	455415	Indirect
Class B Common Stock	489158	Indirect
Class B Common Stock	498284	Indirect
Class B Common Stock	432142	Indirect
Class B Common Stock	466355	Indirect
Class B Common Stock	477723	Indirect
Class A Common Stock	2099574	Direct
Class A Common Stock	52675	Indirect
Class A Common Stock	4160	Indirect
Class A Common Stock	1983	Indirect
Class A Common Stock	1215	Indirect
Class B Common Stock	125000	Indirect
Class B Common Stock	125000	Indirect
Class B Common Stock	125000	Indirect
Class B Common Stock	100	Indirect
Class B Common Stock	100	Indirect
Class B Common Stock	100	Indirect

Footnotes

F1: Shares were held by the Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2016, a total of 233,285 shares were transferred to trusts for the benefit of the reporting person's children as discussed in footnotes (3) through (5) below. A total of 134,965 shares were previously transferred to the reporting person in annuity distributions since November 10, 2015 and continue to be reported in this Form 4 as directly owned.

F2: Shares were held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2016, a total of 220,343 shares were transferred to trusts for the benefit of the reporting person's children as discussed in footnotes (3) through (5) below. A total of 105,807 shares were previously transferred to the reporting person in annuity distributions since November 10, 2015 and continue to be reported in this Form 4 as directly owned.

F3: Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

F4: Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.

F5: Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.

F6: Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (1) and (2) and footnotes (7) through (11).

F7: Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflects an annuity distribution from the trust to the reporting person of 21,500 shares on August 26, 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.

F8: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distributions from the trust to the reporting person of a total of 34,259 shares since November 10, 2015. 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

F9: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distribution from the trust to the reporting person of 1,112 shares since November 10, 2015. 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.

F10: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distributions from the trust to the reporting person of a total of 50,305 shares since November 10, 2015. 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.

F11: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distributions from the trust to the reporting person of a total of 31,902 shares since November 10, 2015. 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.

F12: Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein.

F13: Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (14) through (19).

F14: Shares held by a Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 44,585 shares on November 21, 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.

F15: Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 10,842 shares on November 21, 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.

F16: Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,716 shares on November 21, 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.

F17: Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 67,858 shares on November 21, 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.

F18: Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 33,645 shares on November 21, 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.

F19: Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 22,277 shares on November 21, 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.

F20: Shares held by a Dynasty Trust, of which an 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 his pecuniary interest therein.

F21: Shares held by a Dynasty Trust, of which a 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 his pecuniary interest therein.

F22: Shares held by a Dynasty Trust, of which a 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 his pecuniary interest therein