NELNET INC — Director's Dealing 2018

Mar 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2018-03-09

Reporting Person: NOORDHOEK JEFFREY R (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-09	Class A Common Stock	A	18132	—	Acquired	67510	Direct
2018-03-09	Class A Common Stock	F	5330	$55.12	Disposed	62180	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	294582	Indirect
Class A Common Stock	126462	Indirect
Class A Common Stock	16693	Indirect

Footnotes

F1: These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2017 paid in stock, which the reporting person became entitled to receive on March 9, 2018.

F2: Includes 4,992 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 24 shares under the issuer's Employee Share Purchase Plan since June 27, 2017. Also includes 973 shares distributed to the reporting person by The Noordhoek Charitable Remainder Unitrust I on December 29, 2017 as discussed in footnote (7) below.

F3: These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 9, 2018 award by the issuer of 18,132 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, 2018 through March 6, 2018.

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 973 shares on December 29, 2017. 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.