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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_8bca6859-2704-43de-821d-a52e3491526d.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: 2013-11-29

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 103.115 $22.4491 Acquired 19746.987 Direct
2013-01-22 Common Stock A 20.604 $23.6334 Acquired 19767.591 Direct
2013-04-02 Common Stock A 83.603 $23.7196 Acquired 19851.194 Direct
2013-05-07 Common Stock A 20.839 $23.8642 Acquired 19872.033 Direct
2013-07-03 Common Stock A 98.263 $23.7563 Acquired 19970.296 Direct
2013-07-16 Common Stock A 20.071 $24.8295 Acquired 19990.367 Direct
2013-10-03 Common Stock A 85.007 $23.4941 Acquired 20075.374 Direct
2013-10-22 Common Stock A 21.304 $23.6699 Acquired 20096.678 Direct
2013-11-29 Common Stock F 161 $24.07 Disposed 19935.678 Direct
2013-11-29 Common Stock F 161 $23.90 Disposed 19774.678 Direct
2013-12-02 Common Stock F 194 $24.07 Disposed 19580.678 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $16.68 2015-10-22 Common Stock (5000) 5000 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 500 shares of restricted stock granted to the Reporting Person on November 29, 2012.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 500 shares of restricted stock granted to the Reporting Person on November 28, 2011.

F3: 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.

F4: 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.

F5: 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.