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: WERNER GARY L (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-28	Common Stock	F	1941	$31.02	Disposed	1694938	Direct
2014-11-29	Common Stock	F	2588	$31.02	Disposed	1692350	Direct
2014-11-30	Common Stock	F	2299	$31.02	Disposed	1690051	Direct
2014-12-01	Common Stock	F	2817	$30.43	Disposed	1687234	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	479497	Indirect
Common Stock	1875156	Indirect
Common Stock	500000	Indirect
Common Stock	250000	Indirect

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 28, 2011.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 8,000 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 6,000 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 6,000 shares of restricted stock granted to the Reporting Person on December 01, 2009.

F5: The reporting person disclaims actual and beneficial ownership of the shares held by the Gary L. Werner Irrevocable Inter Vivos Qtip Trust II, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F6: The reporting person disclaims actual and beneficial ownership of the shares held by the Becky K. Werner Revocable Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F7: The reporting person serves as a cotrustee for shares held by the Clarence L. Werner Grandchildren's Trust for the benefit of the grandchildren of Clarence L. Werner, some of which are children of the reporting person. Mr. Gary L. Werner and Mr. Gregory L. Werner have shared voting and dispositive power with respect to the shares in the trust. The reporting person disclaims actual and beneficial ownership of the shares held by the Clarence L. Werner Grandchildren's Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.