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 GREGORY L (Director, Vice Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	A	30000	—	Acquired	3392961	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	0	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: 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.