WERNER ENTERPRISES INC — Director's Dealing 2016

Jul 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2016-07-27

Reporting Person: LEATHERS DEREK J (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-27	Common Stock	F	2588	$24.70	Disposed	216755.767	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 8,000 shares of restricted stock granted to the Reporting Person on July 27, 2012.

F2: 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.