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: 2014-11-28

Reporting Person: MULLEN JAMES A (Exec VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	A	120.736	$24.5432	Acquired	35903.886	Direct
2014-01-21	Common Stock	A	5.97	$26.637	Acquired	35909.856	Direct
2014-04-02	Common Stock	A	97.344	$26.0778	Acquired	36007.2	Direct
2014-05-06	Common Stock	A	6.722	$25.3202	Acquired	36013.922	Direct
2014-07-03	Common Stock	A	112.098	$26.6251	Acquired	36126.02	Direct
2014-07-22	Common Stock	A	6.559	$26.0005	Acquired	36132.579	Direct
2014-10-06	Common Stock	A	103.09	$24.7999	Acquired	36235.669	Direct
2014-10-21	Common Stock	A	6.857	$25.737	Acquired	36242.526	Direct
2014-11-28	Common Stock	F	452	$31.02	Disposed	35790.526	Direct
2014-11-29	Common Stock	F	582	$31.02	Disposed	35208.526	Direct
2014-11-30	Common Stock	F	647	$31.02	Disposed	34561.526	Direct
2014-12-01	Common Stock	F	647	$30.43	Disposed	33914.526	Direct

Footnotes

F1: 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.

F2: 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.

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 01, 2009.