NELNET INC — Director's Dealing 2021

Aug 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2021-08-10

Reporting Person: Butterfield Shelby J (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-10	Class B Common Stock	C	145000	—	Disposed	162370	Indirect
2021-08-10	Class A Common Stock	C	145000	—	Acquired	210510	Indirect
2021-08-10	Class A Common Stock	S	210000	$73.46	Disposed	510	Indirect
2021-08-10	Class B Common Stock	C	50325	—	Disposed	0	Indirect
2021-08-10	Class A Common Stock	C	50325	—	Acquired	50325	Indirect
2021-08-10	Class A Common Stock	S	50325	$73.46	Disposed	0	Indirect
2021-08-10	Class B Common Stock	C	50325	—	Disposed	0	Indirect
2021-08-10	Class A Common Stock	C	50325	—	Acquired	50325	Indirect
2021-08-10	Class A Common Stock	S	50325	$73.46	Disposed	0	Indirect
2021-08-10	Class B Common Stock	C	13533	—	Disposed	0	Indirect
2021-08-10	Class A Common Stock	C	13533	—	Acquired	13533	Indirect
2021-08-10	Class A Common Stock	S	13533	$73.46	Disposed	0	Indirect
2021-08-10	Class B Common Stock	C	13534	—	Disposed	0	Indirect
2021-08-10	Class A Common Stock	C	13534	—	Acquired	13534	Indirect
2021-08-10	Class A Common Stock	S	13534	$73.46	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	210047	Indirect
Class B Common Stock	136641	Direct
Class B Common Stock	1586691	Indirect
Class B Common Stock	100000	Indirect
Class B Common Stock	98079	Indirect
Class B Common Stock	87141	Indirect
Class B Common Stock	73759	Indirect
Class B Common Stock	83186	Indirect
Class B Common Stock	87876	Indirect
Class B Common Stock	73502	Indirect
Class B Common Stock	86845	Indirect
Class B Common Stock	38291	Indirect
Class B Common Stock	29967	Indirect
Class B Common Stock	18394	Indirect
Class B Common Stock	18394	Indirect

Footnotes

F1: 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 August 10, 2021, the trust referred to in the footnote in column 5 for this line item converted shares of Class B common stock into an equal number of shares of Class A common stock. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16a-6(b).

F2: 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.

F3: These shares were acquired 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 Nominating and Corporate Governance Committee of the Board of Directors, and separately disclosed by the issuer in a Current Report on Form 8-K filed by the issuer on August 11, 2021.

F4: Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on August 9, 2021.

F5: Shares held by a trust, of which the daughter of the reporting person is the beneficiary.

F6: Shares held by a trust, of which the son of the reporting person is the beneficiary.

F7: 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.

F8: 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.

F9: Shares held by the Stephen F. 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.

F10: Shares held by Union Financial Services, Inc. ("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.

F11: 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.

F12: 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.

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 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.

F18: 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.

F19: 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.

F20: Shares held by the Estate of Stephen F. Butterfield (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.

F21: Shares held by a trust for the benefit of the reporting person's daughter.

F22: Shares held by a trust for the benefit of the reporting person's son.