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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_b02fd83e-ef85-4296-ac12-1979bf5c851c.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: STEELE JOHN J (Exec VP - Treasurer & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 198.325 $22.4491 Acquired 37066.582 Direct
2013-01-22 Common Stock A 12.464 $23.6334 Acquired 37079.046 Direct
2013-04-02 Common Stock A 160.797 $23.7196 Acquired 37239.843 Direct
2013-05-07 Common Stock A 13.122 $23.8642 Acquired 37252.965 Direct
2013-07-03 Common Stock A 188.993 $23.7563 Acquired 37441.958 Direct
2013-07-16 Common Stock A 12.638 $24.8295 Acquired 37454.596 Direct
2013-10-03 Common Stock A 163.696 $23.4941 Acquired 37618.292 Direct
2013-10-22 Common Stock A 13.683 $23.6699 Acquired 37631.975 Direct
2013-11-29 Common Stock F 517 $24.07 Disposed 37114.975 Direct
2013-11-29 Common Stock F 388 $23.90 Disposed 36726.975 Direct
2013-12-02 Common Stock F 323 $24.07 Disposed 36403.975 Direct
2013-12-02 Common Stock F 647 $24.07 Disposed 35756.975 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
Stock Options (Right to Buy) $18.33 2014-05-20 Common Stock (20000) 20000 Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,600 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 1,200 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 1,000 shares of restricted stock granted to the Reporting Person on November 30, 2010.

F4: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,000 shares of restricted stock granted to the Reporting Person on December 1, 2009.

F5: 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.

F6: 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.