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WERNER ENTERPRISES INC Director's Dealing 2014

Nov 4, 2014

31813_dirs_2014-11-04_bf37e48c-bfaa-4955-8e35-0463bb3b9d7f.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: 2014-10-31

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-10-31 Common Stock M 15000 $16.68 Acquired 50756.975 Direct
2014-10-31 Common Stock S 15000 $27.4918 Disposed 35756.975 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-10-31 Stock Options (Right to Buy) $16.68 M 15000 Disposed 2015-10-22 Common Stock (15000) 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: The price specified in Column 4 is a weighted average price. The actual sales prices ranged from $27.46 to $27.55 per share. The reporting person has provided to the Issuer and will provide to the SEC staff or security holder of the Issuer, upon request, information regarding the number of shares sold at each price within the range.

F2: Stock options become exercisable in the following percentages at the specified number of months from grant date: 25% at 24 months; 20% each at 36, 48, and 60 months; and 15% at 72 months.

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.