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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_057a23b7-433e-4b26-9f32-7731384cb329.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: MULLEN JAMES A (Exec VP and General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 131.986 $22.4491 Acquired 37745.364 Direct
2013-01-22 Common Stock A 5.675 $23.6334 Acquired 37751.039 Direct
2013-04-02 Common Stock A 107.012 $23.7196 Acquired 37858.051 Direct
2013-05-07 Common Stock A 6.133 $23.8642 Acquired 37864.184 Direct
2013-07-03 Common Stock A 125.776 $23.7563 Acquired 37989.96 Direct
2013-07-16 Common Stock A 5.907 $24.8295 Acquired 37995.867 Direct
2013-10-03 Common Stock A 108.809 $23.4941 Acquired 38104.676 Direct
2013-10-22 Common Stock A 6.474 $23.6699 Acquired 38111.15 Direct
2013-11-29 Common Stock F 582 $24.07 Disposed 37529.15 Direct
2013-11-29 Common Stock F 452 $23.90 Disposed 37077.15 Direct
2013-12-02 Common Stock F 647 $24.07 Disposed 36430.15 Direct
2013-12-02 Common Stock F 647 $24.07 Disposed 35783.15 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (10000) 10000 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 1,400 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 2,000 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: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.