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WERNER ENTERPRISES INC Director's Dealing 2014

Dec 2, 2014

31813_dirs_2014-12-02_eca0fd2b-9cce-42ae-af76-d2d8d23f6cd7.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: 2014-11-28

Reporting Person: STEELE JOHN J (Exec VP - Treasurer & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-03 Common Stock A 181.42 $24.5432 Acquired 35938.395 Direct
2014-01-21 Common Stock A 12.492 $26.637 Acquired 35950.887 Direct
2014-04-02 Common Stock A 147.505 $26.0778 Acquired 36098.392 Direct
2014-05-06 Common Stock A 13.816 $25.3202 Acquired 36112.208 Direct
2014-07-03 Common Stock A 168.44 $26.6251 Acquired 36280.648 Direct
2014-07-22 Common Stock A 13.481 $26.0005 Acquired 36294.129 Direct
2014-10-06 Common Stock A 154.903 $24.7999 Acquired 36449.032 Direct
2014-10-21 Common Stock A 13.972 $25.737 Acquired 36463.004 Direct
2014-11-28 Common Stock F 388 $31.02 Disposed 36075.004 Direct
2014-11-29 Common Stock F 517 $31.02 Disposed 35558.004 Direct
2014-11-30 Common Stock F 323 $31.02 Disposed 35235.004 Direct
2014-12-01 Common Stock F 647 $30.43 Disposed 34588.004 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (15000) 15000 Direct

Footnotes

F1: 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.

F2: 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.

F3: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,000 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.

F5: 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.