WERNER ENTERPRISES INC — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2014-11-30

Reporting Person: LEATHERS DEREK J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	A	241.788	$24.5432	Acquired	144288.169	Direct
2014-01-21	Common Stock	A	12.624	$26.637	Acquired	144300.793	Direct
2014-04-02	Common Stock	A	196.349	$26.0778	Acquired	144497.142	Direct
2014-05-06	Common Stock	A	14.171	$25.3202	Acquired	144511.313	Direct
2014-07-03	Common Stock	A	224.489	$26.6251	Acquired	144735.802	Direct
2014-07-22	Common Stock	A	13.827	$26.0005	Acquired	144749.629	Direct
2014-10-06	Common Stock	A	206.448	$24.7999	Acquired	142368.077	Direct
2014-10-21	Common Stock	A	14.432	$25.737	Acquired	142382.509	Direct
2014-11-30	Common Stock	F	2715	$31.02	Disposed	139667.509	Direct
2014-12-01	Common Stock	F	2817	$30.43	Disposed	136850.509	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 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 01, 2009.

F3: 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.