NELNET INC — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2020-05-12

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
2020-05-12	Class B Common Stock	S	1347200	$44.57	Disposed	1600000	Indirect
2020-05-12	Class B Common Stock	P	1347200	$44.57	Acquired	1600000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2009574	Direct
Class B Common Stock	741	Direct
Class B Common Stock	5216	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	1586691	Indirect
Class B Common Stock	889660	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
Class B Common Stock	151210	Indirect
Class B Common Stock	151209	Indirect
Class B Common Stock	100	Indirect
Class B Common Stock	100	Indirect

Footnotes

F1: All of the shares of Class B common stock 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 and his family. This transaction reports the sales by the reporting person and his spouse of, in the aggregate, an 84.2% interest in Dunlap Holdings, LLC to the 2019 Dynasty Trusts referred to in footnotes (26) and (27) below, in exchange for promissory notes in the aggregate principal amount equal to a valuation of the transferred interests in Dunlap Holdings, LLC. The reporting person continues to report beneficial ownership of all of 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.

F2: For a description of this transaction, see footnote (1) above. For purposes of this filing, the reporting person is reporting in column 4 as the price of the securities the closing market price of shares of Class A common stock of the issuer on the date of the transaction.

F3: Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. 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.

F4: Reflects the change in the form of beneficial ownership of 165,000 shares on May 12, 2020 through the contribution of a total of 165,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person on May 12, 2020, as discussed in footnotes (6) through (11) below and set forth in the line items corresponding thereto.

F5: Reflects the change in the form of beneficial ownership of 240,000 shares on May 12, 2020 through the contribution of a total of 240,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person's spouse on May 12, 2020, as discussed in footnotes (12) through (17) below and set forth in the line items corresponding thereto.

F6: On May 12, 2020, the reporting person contributed 27,500 shares to a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a Grantor Retained Annuity Trust dated May 12, 2020. 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.

F13: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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: On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman 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.

F19: Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003. 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 Dynasty Trust established by the reporting person in 2011, of which an 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 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 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 a separate Dynasty Trust established by the reporting person in 2011, of which an 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 his pecuniary interest therein.

F23: Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

F24: Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

F25: Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

F26: Shares held by 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.

F27: Shares held by 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.