WERNER ENTERPRISES INC — Director's Dealing 2010

Apr 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2010-04-22

Reporting Person: WERNER GARY L (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	M	110000	$9.7739	Acquired	1713086	Direct
2010-04-22	Common Stock	S	110000	$23.1388	Disposed	1603086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-22	Stock Options (Right to Buy)	$9.7739	M	110000	Disposed	2011-09-29	Common Stock (110000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	479497	Indirect
Common Stock	1875156	Indirect
Common Stock	500000	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: The price specified in Column 4 is a weighted average price. The actual sales prices ranged from $23.00 to $23.34 per share. The reporting person has provided to the Issuer and will provide to the SEC staff or security holder of the Issuer, upon request, information regarding the number of shares sold at each price within the range.

F2: The reporting person disclaims actual and beneficial ownership of the shares held by the Gary L. Werner Irrevocable Inter Vivos Qtip Trust II, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F3: The reporting person disclaims actual and beneficial ownership of the shares held by the Becky K. Werner Revocable Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.