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WERNER ENTERPRISES INC Director's Dealing 2015

Feb 12, 2015

31813_dirs_2015-02-12_b858a038-5b02-4847-a6e1-21275fce8a54.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: 2015-02-10

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-10 Common Stock A 9000 Acquired 31273.206 Direct
2015-02-10 Common Stock F 677 $29.37 Disposed 30596.206 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 earned in connection with the performance-based restricted stock previously granted on February 10, 2014, based upon the level of attainment of certain performance objectives. These shares shall vest, subject to continued employment, in five annual increments of 20% each beginning February 10, 2015 (1 year after the grant date). The award will become fully vested on February 10, 2019.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,800 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2014.

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.