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: 2015-11-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-06	Common Stock	A	196.487	$30.2045	Acquired	22469.693	Direct
2015-01-21	Common Stock	A	6.887	$30.2451	Acquired	22476.58	Direct
2015-04-02	Common Stock	A	167.778	$30.5584	Acquired	30967.358	Direct
2015-05-06	Common Stock	A	8.252	$27.4943	Acquired	30975.61	Direct
2015-07-02	Common Stock	A	227.146	$26.3161	Acquired	31202.756	Direct
2015-07-22	Common Stock	A	7.932	$28.6545	Acquired	31210.688	Direct
2015-10-02	Common Stock	A	203.018	$25.2212	Acquired	31413.706	Direct
2015-10-21	Common Stock	A	10.251	$27.9807	Acquired	31423.957	Direct
2015-11-28	Common Stock	F	388	$28.12	Disposed	31035.957	Direct
2015-11-29	Common Stock	F	582	$28.12	Disposed	30453.957	Direct
2015-12-01	Common Stock	F	194	$27.30	Disposed	30259.957	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 1, 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.