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WERNER ENTERPRISES INC Director's Dealing 2015

Dec 1, 2015

31813_dirs_2015-12-01_1288b157-a076-4c52-9a47-66ba8ad626e8.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: 2015-11-28

Reporting Person: JOHNSON JAMES LYNN (Exec VP - Chief Acctg Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-06 Common Stock A 98.371 $30.2045 Acquired 43457.088 Direct
2015-01-21 Common Stock A 16.966 $30.2451 Acquired 43474.054 Direct
2015-04-02 Common Stock A 83.999 $30.5584 Acquired 51881.053 Direct
2015-05-06 Common Stock A 19.026 $27.4943 Acquired 51900.079 Direct
2015-07-02 Common Stock A 113.859 $26.3161 Acquired 52013.938 Direct
2015-07-22 Common Stock A 18.289 $28.6545 Acquired 52032.227 Direct
2015-10-02 Common Stock A 101.641 $25.2212 Acquired 52133.868 Direct
2015-10-21 Common Stock A 22.758 $27.9807 Acquired 52156.626 Direct
2015-11-28 Common Stock F 388 $28.12 Disposed 51768.626 Direct
2015-11-29 Common Stock F 517 $28.12 Disposed 51251.626 Direct
2015-11-30 Common Stock F 647 $26.96 Disposed 50604.626 Direct
2015-12-01 Common Stock F 647 $27.30 Disposed 49957.626 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: 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 1,600 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 2,000 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 2,000 shares of restricted stock granted to the Reporting Person on December 1, 2009.

F5: 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.