NELNET INC — Director's Dealing 2021

Jun 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2021-04-09

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
2021-04-09	Class A Common Stock	G	40000	—	Disposed	1929574	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	80816	Direct
Class B Common Stock	206374	Indirect
Class B Common Stock	1600000	Indirect
Class B Common Stock	1586691	Indirect
Class B Common Stock	24330	Indirect
Class B Common Stock	25451	Indirect
Class B Common Stock	26014	Indirect
Class B Common Stock	27009	Indirect
Class B Common Stock	26575	Indirect
Class B Common Stock	27500	Indirect
Class B Common Stock	35287	Indirect
Class B Common Stock	36918	Indirect
Class B Common Stock	37737	Indirect
Class B Common Stock	39367	Indirect
Class B Common Stock	38661	Indirect
Class B Common Stock	40000	Indirect
Class B Common Stock	881550	Indirect
Class B Common Stock	345802	Indirect
Class B Common Stock	473039	Indirect
Class B Common Stock	297228	Indirect
Class B Common Stock	378671	Indirect
Class B Common Stock	425650	Indirect
Class B Common Stocks	486054	Indirect
Class B Common Stock	352001	Indirect
Class B Common Stock	403985	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

Footnotes

F1: This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on March 8, 2021.

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives 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 executive does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned transfers may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive.

F3: Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (7) through (11) below.

F4: Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (13) through (17) below.

F5: 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 held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

F6: 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.

F7: Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 3,170 shares on May 12, 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.

F8: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2,049 shares on May 12, 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.

F9: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,486 shares on May 12, 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.

F10: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 491 shares on May 12, 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.

F11: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 925 shares on May 12, 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: Shares held by 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.

F13: Shares held by a Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 4,713 shares on May 12, 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.

F14: Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,082 shares on May 12, 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.

F15: Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 2,263 shares on May 12, 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.

F16: Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 633 shares on May 12, 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.

F17: Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,339 shares on May 12, 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.

F18: Shares held by 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.

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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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.

F24: Shares held by a Grantor Retained Annuity Trust dated October 13, 2015. 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.

F25: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. 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.

F26: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. 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 separate Grantor Retained Annuity Trust dated October 13, 2015. 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.

F28: 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.

F29: 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.

F30: 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.

F31: Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.