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WERNER ENTERPRISES INC Director's Dealing 2012

Dec 5, 2012

31813_dirs_2012-12-05_aadade5d-5992-4598-bb4e-d340e20d88e4.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: 2012-12-03

Reporting Person: SYNOWICKI ROBERT E JR (Exec VP-Driver Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-03 Common Stock F 188 $21.53 Disposed 18459.985 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $16.68 2015-10-22 Common Stock (15000) 15000 Direct
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (15000) 15000 Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 600 shares of restricted stock granted to the Reporting Person on December 1, 2009.

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.