NELNET INC — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2021-03-10

Reporting Person: HEIMES TERRY J (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Class A Common Stock	A	13467	—	Acquired	42005	Direct
2021-03-10	Class A Common Stock	A	5883	—	Acquired	47888	Direct
2021-03-10	Class A Common Stock	F	3006	$74.26	Disposed	44882	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	94921	Indirect
Class A Common Stock	87	Indirect
Class A Common Stock	50000	Indirect
Class A Common Stock	10000	Indirect
Class A Common Stock	10000	Indirect
Class A Common Stock	5000	Indirect
Class A Common Stock	5000	Indirect
Class A Common Stock	5000	Indirect
Class A Common Stock	5000	Indirect

Footnotes

F1: These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.

F2: This number of shares reflects the contribution on June 3, 2020 of a total of 94,921 shares by the reporting person to a revocable trust established by the reporting person as discussed in footnote (6) below.

F3: These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2020 paid in stock, which the reporting person became entitled to receive on March 10, 2021.

F4: Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2021 award by the issuer of 5,883 shares of bonus compensation stock.

F5: Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for February 26, 2021 through March 4, 2021.

F6: On June 3, 2020, the reporting person contributed a total of 94,921 shares to a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.

F7: This number of shares reflects the contribution on June 3, 2020 of a total of 50,000 shares by the reporting person's spouse to a revocable trust established by the reporting person's spouse as discussed in footnote (8) below.

F8: On June 3, 2020, the reporting person's spouse contributed a total of 50,000 shares to a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.

F9: Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on March 11, 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: Shares held by a GRAT established by the reporting person's spouse on March 11, 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: Shares held by a trust for the benefit of a 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.

F12: Shares held by a trust for the benefit of another 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.

F13: Shares held by a trust for the benefit of another 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.

F14: Shares held by a trust for the benefit of the 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.