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WERNER ENTERPRISES INC Director's Dealing 2014

Dec 2, 2014

31813_dirs_2014-12-02_10797251-905f-44ff-9c62-b2babd06ac8e.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: 2014-11-29

Reporting Person: SATHER DUANE K (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-11-29 Common Stock F 19 $31.02 Disposed 8964 Direct
2014-12-01 Common Stock A 1000 Acquired 9964 Direct
2014-12-02 Common Stock F 20 $30.63 Disposed 9944 Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 330 shares of restricted stock granted to the Reporting Person on November 29, 2012.

F2: Restricted stock awarded December 1, 2014 under stockholder approved equity plan. This award shall vest, subject to continued Board service, 34% on December 1, 2015 (1 year after the grant date) and two annual increments of 33% each beginning December 1, 2016. The award will become fully vested on December 1, 2017.

F3: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 340 shares of restricted stock granted to the Reporting Person on December 02, 2013.