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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_c32e78cb-dcc8-4894-ae17-7aa2fae02484.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: 2013-12-02

Reporting Person: LEATHERS DEREK J (President & COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 264.318 $22.4491 Acquired 170311.656 Direct
2013-01-22 Common Stock A 12.111 $23.6334 Acquired 170323.767 Direct
2013-04-02 Common Stock A 215.85 $23.7196 Acquired 163940.617 Direct
2013-05-07 Common Stock A 13.025 $23.8642 Acquired 163953.642 Direct
2013-07-03 Common Stock A 251.575 $23.7563 Acquired 164205.217 Direct
2013-07-16 Common Stock A 12.545 $24.8295 Acquired 164217.762 Direct
2013-10-03 Common Stock A 217.902 $23.4941 Acquired 149666.664 Direct
2013-10-22 Common Stock A 13.717 $23.6699 Acquired 149680.381 Direct
2013-12-02 Common Stock F 2817 $24.07 Disposed 146863.381 Direct
2013-12-02 Common Stock F 2817 $24.07 Disposed 144046.381 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $16.68 2015-10-22 Common Stock (20000) 20000 Direct
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (25000) 25000 Direct
Stock Options (Right to Buy) $18.33 2014-05-20 Common Stock (35000) 35000 Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 6,000 shares of restricted stock granted to the Reporting Person on November 30, 2010.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 6,000 shares of restricted stock granted to the Reporting Person on December 1, 2009.

F3: 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.

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.