WERNER ENTERPRISES INC — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2012-12-03

Reporting Person: NORDLUND H MARTY (Sr. Exec VP-Specialized Svcs.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Common Stock	F	188	$21.53	Disposed	21631.675	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (10000)	10000	Direct
Stock Options (Right to Buy)	$19.84	2015-02-24	Common Stock (10000)	10000	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: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.