WERNER ENTERPRISES INC — Director's Dealing 2012

Nov 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2012-11-28

Reporting Person: WERNER GARY L (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-28	Common Stock	F	1887	$21.74	Disposed	1671699	Direct
2012-11-29	Common Stock	A	40000	—	Acquired	1711699	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	479497	Indirect
Common Stock	1875156	Indirect
Common Stock	500000	Indirect

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 6,000 shares of restricted stock granted to the Reporting Person on November 28, 2011.

F2: Restricted stock awarded November 29, 2012 under stockholder approved equity plan. This award shall vest, subject to continued employment, in five annual increments of 20% each beginning November 29, 2013 (1 year after the grant date). The award will become fully vested on November 29, 2017.

F3: The reporting person disclaims actual and beneficial ownership of the shares held by the Gary L. Werner Irrevocable Inter Vivos Qtip Trust II, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F4: The reporting person disclaims actual and beneficial ownership of the shares held by the Becky K. Werner Revocable Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.