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 GREGORY L (Director, Vice Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-28	Common Stock	F	1887	$21.74	Disposed	3401574	Direct
2012-11-29	Common Stock	A	40000	—	Acquired	3441574	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	1875156	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.