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WERNER ENTERPRISES INC Director's Dealing 2011

Nov 30, 2011

31813_dirs_2011-11-30_b5a2d6aa-acef-47e1-9e62-3d5b251ebad8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2011-11-28

Reporting Person: NORDLUND H MARTY (Sr. Exec VP-Specialized Svcs.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-28 Common Stock A 6000 Acquired 12386.4527 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $16.68 2015-10-22 Common Stock (12250) 12250 Direct
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (25000) 25000 Direct
Stock Options (Right to Buy) $9.9375 2008-10-17 Common Stock (3000) 3000 Direct
Stock Options (Right to Buy) $11.2031 2009-04-14 Common Stock (3500) 3500 Direct
Stock Options (Right to Buy) $9.1875 2009-12-21 Common Stock (5500) 5500 Direct
Stock Options (Right to Buy) $19.84 2015-02-24 Common Stock (10000) 10000 Direct
Stock Options (Right to Buy) $18.33 2014-05-20 Common Stock (10000) 10000 Direct

Footnotes

F1: Restricted stock awarded November 28, 2011 under stockholder approved equity plan. This award shall vest, subject to continued employment, in five annual increments of 20% each beginning November 28, 2012 (1 year after the grant date). The award will become fully vested on November 28, 2016.

F2: Stock options become exercisable in the following percentages at the specified number of months from grant date: 25% at 24 months; 20% each at 36, 48, and 60 months; and 15% at 72 months.

F3: Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.