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: 2018-04-03

Reporting Person: CALLAHAN CRAIG T (Exec VP-Chief Commercial Offcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-03	Common Stock	A	40.444	$37.0574	Acquired	21930.396	Direct
2018-05-02	Common Stock	A	1.499	$35.3781	Acquired	21931.895	Direct
2018-07-03	Common Stock	A	67.116	$38.2514	Acquired	21999.011	Direct
2018-07-18	Common Stock	A	1.866	$36.6111	Acquired	22000.877	Direct
2018-10-02	Common Stock	A	84.72	$35.3774	Acquired	22085.597	Direct
2018-10-16	Common Stock	A	2.244	$33.2064	Acquired	22087.841	Direct
2019-02-07	Common Stock	F	307	$34.54	Disposed	20856.841	Direct
2019-02-08	Common Stock	F	375	$34.17	Disposed	20481.841	Direct
2019-02-11	Common Stock	A	3782	—	Acquired	24263.841	Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 664 shares of restricted stock granted to the Reporting Person on February 7, 2018.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 810 shares of restricted stock granted to the Reporting Person on February 8, 2017.

F3: 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 7, 2023.