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: NORDLUND H MARTY (Sr. Exec VP-Specialized Svcs.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	A	241.788	$24.5432	Acquired	22781.382	Direct
2014-01-21	Common Stock	A	6.135	$26.637	Acquired	22787.517	Direct
2014-04-02	Common Stock	A	196.588	$26.0778	Acquired	22984.105	Direct
2014-05-06	Common Stock	A	7.332	$25.3202	Acquired	22991.437	Direct
2014-07-03	Common Stock	A	224.489	$26.6251	Acquired	23215.926	Direct
2014-07-22	Common Stock	A	7.154	$26.0005	Acquired	23223.08	Direct
2014-10-06	Common Stock	A	206.448	$24.7999	Acquired	23429.528	Direct
2014-10-21	Common Stock	A	7.678	$25.737	Acquired	23437.206	Direct
2014-11-28	Common Stock	F	388	$31.02	Disposed	23049.206	Direct
2014-11-29	Common Stock	F	582	$31.02	Disposed	22467.206	Direct
2014-12-01	Common Stock	F	194	$30.43	Disposed	22273.206	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 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 1,800 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 600 shares of restricted stock granted to the Reporting Person on December 01, 2009.

F4: 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.