WERNER ENTERPRISES INC — Director's Dealing 2010

Dec 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2010-10-22

Reporting Person: WERNER CLARENCE L (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Common Stock	G	2500	—	Disposed	8319668	Direct
2010-12-10	Common Stock	G	225000	—	Disposed	8094668	Direct
2010-12-13	Common Stock	G	43600	—	Disposed	8051068	Direct
2010-12-13	Common Stock	G	21800	—	Disposed	8029268	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	7500625	Indirect
Common Stock	7500625	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$18.33	2014-05-20	Common Stock (100000)	100000	Direct

Footnotes

F1: Shares donated as a charitable gift to University of Nebraska Foundation.

F2: Shares donated as a charitable gift to CL Werner Foundation.

F3: Shares donated as a charitable gift to Good Samaritan Society.