NELNET INC — Director's Dealing 2019

Sep 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2019-09-05

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
2019-09-05	Class B Common Stock	G	1100000	—	Disposed	110269	Direct
2019-09-05	Class B Common Stock	G	1100000	—	Acquired	1100000	Indirect
2019-09-05	Class B Common Stock	G	500000	—	Disposed	54960	Indirect
2019-09-05	Class B Common Stock	G	500000	—	Acquired	1600000	Indirect
2019-09-06	Class B Common Stock	G	100	—	Disposed	110169	Direct
2019-09-06	Class B Common Stock	G	100	—	Acquired	100	Indirect
2019-09-06	Class B Common Stock	G	100	—	Disposed	54860	Indirect
2019-09-06	Class B Common Stock	G	100	—	Acquired	100	Indirect
2019-09-06	Class B Common Stock	G	252480	—	Disposed	1600000	Indirect
2019-09-06	Class B Common Stock	G	252480	—	Acquired	1600000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2049574	Direct
Class B Common Stock	889660	Indirect
Class B Common Stock	399248	Indirect
Class B Common Stock	486552	Indirect
Class B Common Stock	330327	Indirect
Class B Common Stock	398029	Indirect
Class B Common Stock	1586691	Indirect
Class B Common Stock	343535	Indirect
Class B Common Stock	461470	Indirect
Class B Common Stock	493366	Indirect
Class B Common Stock	305121	Indirect
Class B Common Stock	404298	Indirect
Class B Common Stock	437250	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	151209	Indirect

Footnotes

F1: The reporting person gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person.

F2: Includes shares distributed to the reporting person in an annuity distribution by a grantor retained annuity trust as discussed in footnote (7) below.

F3: The reporting person's spouse gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person.

F4: The shares involved in this transaction were gifted by the reporting person to a Dynasty Trust established by the reporting person in 2019, of which the adult sons of the reporting person and his spouse are the 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.

F5: The shares involved in this transaction were gifted by the reporting person's spouse to a Dynasty Trust established by the reporting person's spouse in 2019, of which the adult sons of the reporting person and his spouse are the 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.

F6: All of the shares of the issuer underlying this transaction are and continue to be owned, without any change in the number thereof, by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. This transaction reports gifts by the reporting person and his spouse of, in the aggregate, a 15.78% interest, subject to possible future adjustment based on the final valuation of the interest, in Dunlap Holdings, LLC to the 2019 Dynasty Trusts referred to in footnotes (4) and (5) above. The reporting person continues to report beneficial ownership of all the shares of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

F7: Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 8,970 shares on August 27, 2019. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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. 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. 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. 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 president 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: Shares held by a Grantor Retained Annuity Trust dated October 13, 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.

F14: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 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.

F15: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 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.

F16: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 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.

F17: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 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.

F18: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 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.

F19: Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse 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.

F20: Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse 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 separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse 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 the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person and his spouse is the beneficiary.