NELNET INC — Director's Dealing 2021

Jun 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2021-06-23

Reporting Person: Butterfield Shelby J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-23	Class A Common Stock	S	5000	$75.66	Disposed	65510	Indirect
2021-06-24	Class A Common Stock	S	1622	$75.67	Disposed	63888	Indirect
2021-06-24	Class A Common Stock	S	3378	$76.27	Disposed	60510	Indirect
2021-06-25	Class A Common Stock	S	4795	$76.55	Disposed	55715	Indirect
2021-06-25	Class A Common Stock	S	205	$77.20	Disposed	55510	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	407370	Indirect
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	13533	Indirect
Class B Common Stock	13534	Indirect
Class B Common Stock	38291	Indirect
Class B Common Stock	29967	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	18394	Indirect
Class B Common Stock	18394	Indirect
Class B Common Stock	100	Indirect
Class B Common Stock	100	Indirect

Footnotes

F1: These shares were sold by the Butterfield GST Non-Exempt Marital Trust pursuant to a Rule 10b5-1 Trading Plan adopted by such trust on June 3, 2021 for purposes of meeting long-term estate planning and diversification objectives of such trust.

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company who are not in possession of material non-public information to establish pre-arranged plans to buy, sell, or otherwise transfer a specified number of shares of such company's stock. Once a plan is established, the shareholder does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.15 to $76.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (5), (6), (7) and (8) to this Form 4.

F4: 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.04 to $76.03, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.04 to $76.60, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.14 to $77.09, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.16 to $77.24, inclusive.

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 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.

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 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.

F20: 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.

F21: 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.

F22: 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 extent of her pecuniary interest therein.

F23: Shares held by a trust, of which the daughter of the reporting person is the beneficiary.

F24: Shares held by a trust, of which the son of the reporting person is the beneficiary.

F25: Shares held by a trust for the benefit of the reporting person's daughter.

F26: Shares held by a trust for the benefit of the reporting person's son.