WERNER ENTERPRISES INC — Director's Dealing 2012

Dec 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2012-12-17

Reporting Person: WERNER CLARENCE L (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	G	300000	—	Disposed	7431768	Direct
2012-12-12	Common Stock	G	4673	—	Disposed	7244095	Direct
2012-12-13	Common Stock	G	111808	—	Disposed	6940230	Direct
2012-12-13	Common Stock	G	47619	—	Disposed	6892611	Direct
2012-12-14	Common Stock	G	250000	—	Disposed	6413285	Direct
2012-12-17	Common Stock	S	145617	$20.7972	Disposed	6267668	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	7500625	Indirect
Common Stock	7500625	Indirect

Footnotes

F1: Mr. Clarence L. Werner transferred 250,000 shares to the Clarence L. Werner Grandchildren's Trust for the benefit of his grandchildren.

F2: The price specified in Column 4 is a weighted average price. The actual sales prices ranged from $20.73 to $20.91 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.