WERNER ENTERPRISES INC — Director's Dealing 2015

Sep 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2015-08-27

Reporting Person: WERNER GREGORY L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-27	Common Stock	D	102000	—	Disposed	3337433	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1875156	Indirect
Common Stock	1875156	Indirect
Common Stock	250000	Indirect

Footnotes

F1: Forfeiture of previously granted restricted stock as the result of Gregory L. Werner resigning as CEO, an officer position, effective August 27, 2015, as previously disclosed on Form 8-K filed August 27, 2015. Mr. Werner will continue to serve as a director of the company.

F2: The reporting person serves as a costrustee for shares held by the Clarence L. Werner Grandchildren's Trust for the benefit of the grandchildren of Clarence L. Werner, some of which are children of the reporting person. Mr. Gary L. Werner and Mr. Gregory L. Werner have shared voting and dispositive power with respect to the shares in the trust. The reporting person disclaims actual and beneficial ownership of the shares held by the Clarence L. Werner Grandchildren's Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.