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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_95c96d74-2436-42a3-9c9d-6c21dd827333.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: NORDLUND H MARTY (Sr. Exec VP-Specialized Svcs.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 264.318 $22.4491 Acquired 22996.778 Direct
2013-01-22 Common Stock A 4.86 $23.6334 Acquired 23001.638 Direct
2013-04-02 Common Stock A 214.303 $23.7196 Acquired 23215.941 Direct
2013-05-07 Common Stock A 5.827 $23.8642 Acquired 23221.768 Direct
2013-07-03 Common Stock A 251.881 $23.7563 Acquired 23473.649 Direct
2013-07-16 Common Stock A 5.612 $24.8295 Acquired 23479.261 Direct
2013-10-03 Common Stock A 217.902 $23.4941 Acquired 23697.163 Direct
2013-10-22 Common Stock A 6.431 $23.6699 Acquired 23703.594 Direct
2013-11-29 Common Stock F 582 $24.07 Disposed 23121.594 Direct
2013-11-29 Common Stock F 388 $23.90 Disposed 22733.594 Direct
2013-12-02 Common Stock F 194 $24.07 Disposed 22539.594 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $19.84 2015-02-24 Common Stock (10000) 10000 Direct
Stock Options (Right to Buy) $18.33 2014-05-20 Common Stock (10000) 10000 Direct
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (25000) 25000 Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,800 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 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: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.