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: 2020-09-15

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
2020-09-15	Class A Common Stock	G	40000	—	Disposed	1969574	Direct
2020-10-30	Class B Common Stock	G	202317	—	Disposed	0	Indirect
2020-10-30	Class B Common Stock	G	67439	—	Acquired	67439	Indirect
2020-10-30	Class B Common Stock	G	67439	—	Acquired	67439	Indirect
2020-10-30	Class B Common Stock	G	67439	—	Acquired	67439	Indirect
2020-10-30	Class B Common Stock	G	195549	—	Disposed	0	Indirect
2020-10-30	Class B Common Stock	G	65183	—	Acquired	65183	Indirect
2020-10-30	Class B Common Stock	G	65183	—	Acquired	65183	Indirect
2020-10-30	Class B Common Stock	G	65183	—	Acquired	65183	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	72695	Direct
Class B Common Stock	194344	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 Stock	486054	Indirect
Class B Common Stock	352001	Indirect
Class B Common Stock	403985	Indirect
Class B Common Stock	1600000	Indirect
Class B Common Stock	1586691	Indirect
Class A Common Stock	4160	Indirect
Class A Common Stock	1983	Indirect
Class A Common Stock	1215	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
Class B Common Stock	151210	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 August 13, 2020.

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: Shares were held by a Grantor Retained Annuity Trust dated October 13, 2015. In connection with the expiration of the term of such trust on October 16, 2020, a total of 202,317 shares were transferred on October 30, 2020 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (4) through (6) below. Prior to such transfers, 73,878 shares were transferred to the reporting person's spouse in the final annuity distribution on October 16, 2020, and continue to be reported in this Form 4 as indirectly owned by the reporting person's spouse.

F4: Shares held by a 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F5: Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F6: Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F7: Shares were held by a separate Grantor Retained Annuity Trust dated October 13, 2015. In connection with the expiration of the term of such trust on October 16, 2020, a total of 195,549 shares were transferred on October 30, 2020 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (8) through (10) below. Prior to such transfers, 52,105 shares were transferred to the reporting person's spouse in the final annuity distribution on October 16, 2020, and continue to be reported in this Form 4 as indirectly owned by the reporting person's spouse.

F8: Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F9: Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F10: Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

F11: Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (13) through (17) below.

F12: Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (3) and (7) above, and footnotes (18) through (21) below.

F13: Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 8,110 shares on August 27, 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.

F14: Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 28,848 shares on December 18, 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.

F15: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 8,598 shares on December 18, 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.

F16: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 16,342 shares on December 18, 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.

F17: Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 10,056 shares on December 18, 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.

F18: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 18,861 shares on October 16, 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 a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,979 shares on October 16, 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.

F20: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 24,705 shares on October 16, 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.

F21: Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 15,600 shares on October 16, 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.

F22: 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 of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

F23: 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.

F24: 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.

F25: 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.

F26: 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.

F27: Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

F28: Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.