NELNET INC — Director's Dealing 2018

Oct 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2018-09-19

Reporting Person: MUHLEISEN ANGIE (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-06	Class A Common Stock	G	7875	—	Disposed	706200	Indirect
2012-09-04	Class A Common Stock	G	16591	—	Disposed	2428797	Direct
2013-02-07	Class A Common Stock	G	4814	—	Disposed	2423983	Direct
2013-02-07	Class A Common Stock	G	12838	—	Disposed	693362	Indirect
2018-09-19	Class A Common Stock	G	1755000	—	Disposed	668983	Direct
2018-09-19	Class A Common Stock	G	1755000	—	Acquired	2448362	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	692885	Indirect
Class A Common Stock	515708	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	88070	Indirect
Class A Common Stock	174930	Indirect
Class A Common Stock	174930	Indirect
Class A Common Stock	88070	Indirect

Footnotes

F1: The gift of these shares to charitable organizations under Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person's spouse on March 8, 2012.

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company and their family members who are not in possession of material non-public information to establish pre-arranged plans to buy, sell, or otherwise transfer a specified number of shares of such company's stock. Once a plan is established, the significant shareholder or family member does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned transfers may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the significant shareholder or family member may receive.

F3: This balance reflects previously reported transactions that occurred subsequent to the date of this gift transaction.

F4: This balance also reflects an adjustment in this Form 4 to increase the balance of shares owned by the reporting person's spouse by 52,982 shares in order to reflect that, as also discussed in footnote (6) below for a corresponding adjustment to the number of shares held jointly by the reporting person and her spouse, the 52,982 shares for a gift to a charitable organization under Section 501(c)(3) of the Internal Revenue Code originally reported in a Form 4 filed by the reporting person on June 5, 2013, were transferred from shares held jointly by the reporting person and her spouse, rather than from the reporting person's spouse as originally reported. This adjustment and the corresponding adjustment discussed in footnote (6) below have no net effect on the total number of shares previously reported as beneficially owned by the reporting person.

F5: This gift to a charitable organization under Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on June 4, 2012.

F6: These shares include 52,344 shares that the reporting person holds jointly with her spouse. Such number of jointly owned shares and thus the balance of shares reported herein as directly owned by the reporting person reflects (i) an adjustment in this Form 4 to decrease the number of jointly owned shares by 52,982 shares in order to reflect that, as also discussed in footnote (4) above for a corresponding adjustment to the number of shares owned by the reporting person's spouse, the 52,982 shares for a gift to a charitable organization under Section 501(c)(3) of the Internal Revenue Code originally reported in a Form 4 filed by the reporting person on June 5, 2013, were transferred from shares held jointly by the reporting person and her spouse, rather than from the reporting person's spouse as originally reported; and (ii) a de minimis adjustment in this Form 4 to decrease the number of jointly owned shares by one share in order to correct the number of jointly owned shares.

F7: This gift to a charitable organization under Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on November 6, 2012.

F8: Shares held by a Dynasty Trust, of which the adult daughter 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 the reporting person's pecuniary interest therein.

F9: Shares held by a Dynasty Trust, of which the 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 the reporting person's pecuniary interest therein.

F10: Shares held by the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.

F11: Shares held by the Jason D. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.

F12: Shares held by the A. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.

F13: Shares held by the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.