WERNER ENTERPRISES INC — Director's Dealing 2019

Feb 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2019-02-07

Reporting Person: WERNER CLARENCE L (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	F	1097	$34.54	Disposed	6042973	Direct
2019-02-11	Common Stock	A	17020	—	Acquired	6059993	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	7500625	Indirect
Common Stock	7500625	Indirect
Common Stock	28	Indirect
Common Stock	28	Indirect
Common Stock	28	Indirect
Common Stock	17	Indirect
Common Stock	8	Indirect
Common Stock	28	Indirect

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 3738 shares of restricted stock granted to the Reporting Person on February 7, 2018.

F2: Restricted stock awarded February 11, 2019 under stockholder approved equity plan. This award shall vest, subject to continued employment, in four annual increments of 25% each beginning February 11, 2020 (1 year after the grant date). The award will become fully vested on February 11, 2023.

F3: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F4: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F8: Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.