WERNER ENTERPRISES INC — Director's Dealing 2015

Dec 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2015-11-30

Reporting Person: LEATHERS DEREK J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-06	Common Stock	A	196.487	$30.2045	Acquired	137046.996	Direct
2015-01-21	Common Stock	A	12.646	$30.2451	Acquired	137059.642	Direct
2015-04-02	Common Stock	A	167.575	$30.5584	Acquired	179234.217	Direct
2015-05-06	Common Stock	A	14.596	$27.4943	Acquired	179248.813	Direct
2015-07-02	Common Stock	A	227.146	$26.3161	Acquired	179475.959	Direct
2015-07-22	Common Stock	A	14.031	$28.6545	Acquired	179489.99	Direct
2015-10-02	Common Stock	A	203.018	$25.2212	Acquired	179693.008	Direct
2015-10-21	Common Stock	A	17.759	$27.9807	Acquired	179710.767	Direct
2015-11-30	Common Stock	F	1941	$26.96	Disposed	177769.767	Direct
2015-12-01	Common Stock	F	1941	$27.30	Disposed	175828.767	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 6,000 shares of restricted stock granted to the Reporting Person on November 30, 2010.

F2: 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 1, 2009.

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.