WERNER ENTERPRISES INC — Director's Dealing 2013

Dec 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2013-11-29

Reporting Person: SATHER DUANE K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-29	Common Stock	F	17	$24.07	Disposed	7983	Direct
2013-12-02	Common Stock	A	1000	—	Acquired	8983	Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 340 shares of restricted stock granted to the Reporting Person on November 29, 2012.

F2: Restricted stock awarded December 2, 2013 under stockholder approved equity plan. This award shall vest, subject to continued Board service, 34% on December 2, 2014 (1 year after the grant date) and two annual increments of 33% each beginning December 2, 2015. The award will become fully vested on December 2, 2016.