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 GREGORY L (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	M	150000	$9.7739	Acquired	3482961	Direct
2010-04-22	Common Stock	S	150000	$23.1388	Disposed	3332961	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	150000	Disposed	2011-09-29	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	633	Indirect
Common Stock	1875156	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.