NELNET INC — Director's Dealing 2021

Sep 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2021-08-13

Reporting Person: Kruger James D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-13	Class A Common Stock	G	15000	—	Disposed	162673	Direct
2021-08-13	Class A Common Stock	G	15000	—	Acquired	0	Indirect
2021-08-20	Class A Common Stock	G	10000	—	Disposed	152673	Direct
2021-08-20	Class A Common Stock	G	10000	—	Acquired	10000	Indirect
2021-08-20	Class A Common Stock	G	10000	—	Disposed	142673	Direct
2021-08-20	Class A Common Stock	G	10000	—	Acquired	10000	Indirect
2021-08-20	Class A Common Stock	G	10000	—	Disposed	117673	Direct
2021-08-20	Class A Common Stock	G	10000	—	Acquired	10000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15000	Indirect
Class A Common Stock	15000	Indirect

Footnotes

F1: Includes 3,488 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 350 shares under the issuer's Employee Share Purchase Plan since March 12, 2021.

F2: Includes 121,192 shares held jointly with spouse, which number of jointly held shares reflects a gift transfer on August 13, 2021 of 15,000 shares held jointly with spouse to an account for shares held by the reporting person individually.

F3: Reflects the subsequent change in the form of beneficial ownership of 15,000 shares on September 1, 2021 through the contribution by the reporting person's spouse of 15,000 shares to a grantor retained annuity trust ("GRAT") established by the reporting person's spouse on September 1, 2021, as discussed in footnote (12) below and set forth in the line item corresponding thereto.

F4: Includes 111,192 shares held jointly with spouse.

F5: Shares gifted to a trust for the benefit of an adult son of the reporting person. 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: Includes 101,192 shares held jointly with spouse.

F7: Shares gifted to a separate trust for the benefit of another adult son of the reporting person. 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: Includes 91,192 shares held jointly with spouse.

F9: Reflects the subsequent change in the form of beneficial ownership of 15,000 shares on September 1, 2021 through the contribution by the reporting person of 15,000 shares to a GRAT established by the reporting person on September 1, 2021, as discussed in footnote (11) below and set forth in the line item corresponding thereto.

F10: Shares gifted to a separate trust for the benefit of the adult daughter of the reporting person. 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 September 1, 2021, the reporting person contributed 15,000 shares to a GRAT dated September 1, 2021. 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 September 1, 2021, the reporting person's spouse contributed 15,000 shares to a GRAT dated September 1, 2021. 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.