WERNER ENTERPRISES INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	S	1750	$26.3201	Disposed	15416.6826	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: 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.

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.