NELNET INC — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2020-11-02

Reporting Person: Butterfield Shelby J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-02	Class B Common Stock	G	9366	—	Disposed	46387	Direct
2020-12-31	Class B Common Stock	G	46637	—	Disposed	0	Indirect
2020-12-31	Class B Common Stock	G	9327	—	Acquired	9327	Indirect
2020-12-31	Class B Common Stock	G	9327	—	Acquired	9327	Indirect
2020-12-31	Class B Common Stock	G	45335	—	Disposed	0	Indirect
2020-12-31	Class B Common Stock	G	9067	—	Acquired	18394	Indirect
2020-12-31	Class B Common Stock	G	9067	—	Acquired	18394	Indirect
2020-12-31	Class B Common Stock	G	45205	—	Disposed	0	Indirect
2020-12-31	Class B Common Stock	G	45205	—	Acquired	91592	Direct
2020-12-31	Class B Common Stock	G	46449	—	Disposed	0	Indirect
2020-12-31	Class B Common Stock	G	46449	—	Acquired	138041	Direct
2020-12-31	Class B Common Stock	G	6672	—	Disposed	38291	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	210047	Indirect
Class B Common Stock	507370	Indirect
Class A Common Stock	510	Indirect
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	29967	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	50325	Indirect
Class B Common Stock	100	Indirect

Footnotes

F1: This transaction involved a gift by the reporting person to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code.

F2: Reflects annuity distributions of a total of 34,191 shares to the reporting person on December 18, 2020 from grantor retained annuity trusts ("GRATs") established by the reporting person as discussed in footnotes (3), (8), and (18) through (22) below.

F3: Shares were held by a GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 46,637 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 12,817 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person.

F4: As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's daughter.

F5: Shares held by a trust for the benefit of the reporting person's daughter.

F6: As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's son.

F7: Shares held by a trust for the benefit of the reporting person's son.

F8: Shares were held by a separate GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 45,335 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 9,017 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person.

F9: As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's daughter.

F10: As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's son.

F11: Shares were held by a GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 45,205 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 9,135 shares were transferred to the Estate of Stephen F. Butterfield (the "Butterfield Estate") in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate.

F12: Shares were held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 46,449 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 12,938 shares were transferred to the Butterfield Estate in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate.

F13: 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, which number of shares reflects the gift distribution from the CLAT to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code of 6,672 shares on December 31, 2020, pursuant to the terms of the CLAT. 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 578 shares on December 18, 2020. 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 separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 3,170 shares on December 18, 2020. 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.

F20: Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 4,191 shares on December 18, 2020. 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.

F21: Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 2,604 shares on December 18, 2020. 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.

F22: Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 1,814 shares on December 18, 2020. 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.

F23: Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflect an annuity distribution from the trust to the Butterfield Estate of 4,435 shares on December 18, 2020. 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.

F24: Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflect an annuity distribution from the trust to the Butterfield Estate of 3,454 shares on December 18, 2020. 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.

F25: 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.

F26: 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.

F27: Shares held by the Butterfield Estate, for which the reporting person is the personal representative, and which number of shares reflects annuity distributions to the Butterfield Estate of a total of 29,962 shares on December 18, 2020 from the GRATs established by Stephen F. Butterfield as discussed in footnotes (11), (12), (23), and (24) above. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein.

F28: Shares held by a trust, of which the daughter of the reporting person is the beneficiary.

F29: Shares held by a trust, of which the son of the reporting person is the beneficiary.