NELNET INC — Director's Dealing 2019

Nov 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2019-11-12

Reporting Person: HENNING THOMAS EDWARD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-12	Class A Common Stock	G	10000	—	Disposed	13199	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3102	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Class A Common Stock (40929)	40929	Direct

Footnotes

F1: This gift was effected pursuant to a Rule 10b5-1 Stock Gift Plan entered into by the reporting person on August 13, 2019.

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows directors of a company 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 director 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 director may receive.

F3: 1-for-1.

F4: The shares of phantom stock were previously granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock at the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum at the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing at the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person.

F5: Includes 107 shares acquired since June 25, 2019 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.