WERNER ENTERPRISES INC — Director's Dealing 2011

Nov 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WERNER GARY L (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	A	30000	—	Acquired	1663086	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: 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: 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.