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WERNER ENTERPRISES INC Director's Dealing 2013

Dec 3, 2013

31813_dirs_2013-12-03_9c1f4767-9ffa-41d5-9643-e31431875a47.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: JOHNSON JAMES LYNN (Exec VP - Chief Acctg Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-04 Common Stock A 264.318 $22.4491 Acquired 46364.734 Direct
2013-01-22 Common Stock A 18.208 $23.6334 Acquired 46382.942 Direct
2013-04-02 Common Stock A 214.303 $23.7196 Acquired 46597.245 Direct
2013-05-07 Common Stock A 19.073 $23.8642 Acquired 46616.318 Direct
2013-07-03 Common Stock A 251.881 $23.7563 Acquired 46868.199 Direct
2013-07-16 Common Stock A 18.37 $24.8295 Acquired 46886.569 Direct
2013-10-03 Common Stock A 218.167 $23.4941 Acquired 47104.736 Direct
2013-10-22 Common Stock A 19.841 $23.6699 Acquired 47124.577 Direct
2013-11-29 Common Stock F 517 $24.07 Disposed 46607.577 Direct
2013-11-29 Common Stock F 388 $23.90 Disposed 46219.577 Direct
2013-12-02 Common Stock F 647 $24.07 Disposed 45572.577 Direct
2013-12-02 Common Stock F 647 $24.07 Disposed 44925.577 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 (15000) 15000 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 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: 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.