NELNET INC — Director's Dealing 2020

May 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2020-05-27

Reporting Person: Butterfield Shelby J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Class B Common Stock	G	688089	—	Disposed	0	Indirect
2020-05-20	Class B Common Stock	G	180719	—	Acquired	180719	Indirect
2020-05-20	Class B Common Stock	G	507370	—	Acquired	507370	Indirect
2020-05-20	Class B Common Stock	W	29328	—	Disposed	5	Indirect
2020-05-20	Class B Common Stock	W	29328	—	Acquired	210047	Indirect
2020-05-20	Class B Common Stock	G	793346	—	Disposed	1586691	Indirect
2020-05-20	Class B Common Stock	G	793346	—	Acquired	1586691	Indirect
2020-05-20	Class A Common Stock	W	510	—	Disposed	0	Indirect
2020-05-20	Class A Common Stock	W	510	—	Acquired	510	Indirect
2020-05-27	Class B Common Stock	C	100000	—	Disposed	21562	Direct
2020-05-27	Class A Common Stock	C	100000	—	Acquired	100000	Direct
2020-05-27	Class A Common Stock	S	100000	$48.85	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	100000	Indirect
Class B Common Stock	98657	Indirect
Class B Common Stock	90311	Indirect
Class B Common Stock	59454	Indirect
Class B Common Stock	54352	Indirect
Class B Common Stock	77950	Indirect
Class B Common Stock	85790	Indirect
Class B Common Stock	89690	Indirect
Class B Common Stock	54340	Indirect
Class B Common Stock	77937	Indirect
Class B Common Stock	59387	Indirect
Class B Common Stock	90299	Indirect
Class B Common Stock	13533	Indirect
Class B Common Stock	13534	Indirect
Class B Common Stock	44963	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	100	Indirect

Footnotes

F1: On May 20, 2020, the Butterfield Family Trust, an estate planning trust for the family of Stephen F. Butterfield, distributed, pursuant to the terms thereof, 180,719 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust and 507,370 shares of Class B common stock to the Stephen F. Butterfield GST Non-Exempt Marital Trust, which trusts were established under the agreement for the Butterfield Family Trust. Such distributions by the Butterfield Family Trust and acquisitions by the Stephen F. Butterfield GST Exempt Marital Trust and the Stephen F. Butterfield GST Non-Exempt Marital Trust were exempt from Section 16(b) under Rule 16b-5. The reporting person reported beneficial ownership of all the shares held by the Butterfield Family Trust, but disclaimed beneficial ownership of the shares held by such trust except to the extent of her pecuniary interest therein.

F2: Shares held by the Stephen F. Butterfield GST Exempt Marital Trust (the "Butterfield GST Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports 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 her pecuniary interest therein.

F3: Shares held by the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Butterfield GST Non-Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports 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 her pecuniary interest therein.

F4: On May 20, 2020, the Estate of Stephen F. Butterfield (the "Butterfield Estate") made a testamentary disposition of 29,328 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5.

F5: Shares held by the Butterfield Estate, for which the reporting person is the personal representative. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her 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 Union Financial Services, Inc. ("UFS"). This transaction, which was completed on May 20, 2020, reports the distribution by the Butterfield Family Trust, pursuant to the terms thereof, of its 50% ownership interest in UFS, which holds a total of 1,586,691 shares of the issuer's Class B common stock, to the Butterfield GST Non-Exempt Marital Trust. Such distribution by the Butterfield Family Trust and acquisition by the Butterfield GST Non-Exempt Marital Trust was exempt from Section 16(b) under Rule 16b-5.

F7: Shares held by UFS, of which the Butterfield GST Non-Exempt Marital Trust owns 50.0% of the outstanding capital stock and the Executive Chairman of the issuer owns the other 50.0% of the outstanding capital stock. The reporting person reports beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of her pecuniary interest therein.

F8: On May 20, 2020, the Butterfield Estate made a testamentary disposition of 510 shares of Class A common stock to the Butterfield GST Non-Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5. The reporting person reports beneficial ownership of all the shares held by the Butterfield Estate and such trust, but disclaims beneficial ownership of the shares held by the Butterfield Estate and such trust except to the extent of her pecuniary interest therein.

F9: Shares of the issuer's Class B common stock are convertible at a fixed one-for-one ratio into an equal number of shares of the issuer's Class A common stock at any time at the holder's option. On May 27, 2020, the reporting person converted 100,000 shares of Class B common stock into 100,000 shares of Class A common stock, immediately prior to the issuer's repurchase of such shares of Class A common stock as discussed in footnote (10) below. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16b-6(b).

F10: These shares were repurchased by the issuer in a privately negotiated transaction under the issuer's stock repurchase program that was separately approved by the issuer's Board of Directors and separately disclosed by the issuer in a Current Report on Form 8-K filed by the issuer on May 28, 2020.

F11: Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on May 27, 2020.

F12: Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F13: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F14: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F15: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F16: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F17: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F18: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F19: Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F20: Shares held by a GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F21: Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F22: Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F23: Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.

F24: Shares held by a trust for the benefit of the reporting person's daughter established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018.

F25: Shares held by a trust for the benefit of the reporting person's son established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018.

F26: Shares held by a charitable lead annuity trust ("CLAT") established by Stephen F. Butterfield, of which CLAT the descendants of the reporting person are included as remainder 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 her pecuniary interest therein.

F27: Shares held by a trust, of which the daughter of the reporting person is the beneficiary.

F28: Shares held by a trust, of which the son of the reporting person is the beneficiary.