WERNER ENTERPRISES INC — Director's Dealing 2011

Sep 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2011-08-31

Reporting Person: LEATHERS DEREK J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-31	Common Stock	M	800	$9.7739	Acquired	136753.8648	Direct
2011-08-31	Common Stock	S	800	$24.00	Disposed	135953.8648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-31	Stock Options (Right to Buy)	$9.7739	M	800	Disposed	2011-09-29	Common Stock (800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$16.68	2015-10-22	Common Stock (20000)	20000	Direct
Stock Options (Right to Buy)	$17.18	2017-11-30	Common Stock (25000)	25000	Direct
Stock Options (Right to Buy)	$18.33	2014-05-20	Common Stock (35000)	35000	Direct

Footnotes

F1: 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.

F2: 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.