Michael S. Dunlap - 24 Aug 2023 Form 4 Insider Report for NELNET INC (NNI)

Role
Executive Chairman of Board, Director, 10%+ Owner
Signature
/s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap
Issuer symbol
NNI
Transactions as of
24 Aug 2023
Net transactions value
$0
Form type
4
Filing time
28 Aug 2023, 16:52:37 UTC
Previous filing
22 Dec 2022
Next filing
14 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class A Common Stock Other -346,592 -19% 1,492,982 24 Aug 2023 Direct F1
transaction NNI Class A Common Stock Other +346,592 346,592 24 Aug 2023 By GRAT F1, F2
transaction NNI Class B Common Stock Other -346,592 -40% 519,548 24 Aug 2023 By GRAT F1, F2
transaction NNI Class B Common Stock Other +346,592 +196% 523,546 24 Aug 2023 Direct F1, F3
holding NNI Class B Common Stock 346,384 24 Aug 2023 By spouse F4
holding NNI Class B Common Stock 1,600,000 24 Aug 2023 By Dunlap Holdings, LLC F5
holding NNI Class B Common Stock 1,586,691 24 Aug 2023 By corporation F6
holding NNI Class B Common Stock 18,885 24 Aug 2023 By GRAT F7
holding NNI Class B Common Stock 20,721 24 Aug 2023 By GRAT F8
holding NNI Class B Common Stock 23,497 24 Aug 2023 By GRAT F9
holding NNI Class B Common Stock 25,986 24 Aug 2023 By GRAT F10
holding NNI Class B Common Stock 25,033 24 Aug 2023 By GRAT F11
holding NNI Class B Common Stock 27,463 24 Aug 2023 By GRAT F12
holding NNI Class B Common Stock 27,371 24 Aug 2023 By GRAT F13
holding NNI Class B Common Stock 30,040 24 Aug 2023 By GRAT F14
holding NNI Class B Common Stock 34,057 24 Aug 2023 By GRAT F15
holding NNI Class B Common Stock 37,886 24 Aug 2023 By GRAT F16
holding NNI Class B Common Stock 36,424 24 Aug 2023 By GRAT F17
holding NNI Class B Common Stock 39,957 24 Aug 2023 By GRAT F18
holding NNI Class B Common Stock 383,200 24 Aug 2023 By GRAT F19
holding NNI Class B Common Stock 475,550 24 Aug 2023 By GRAT F20
holding NNI Class B Common Stock 312,086 24 Aug 2023 By GRAT F21
holding NNI Class B Common Stock 379,079 24 Aug 2023 By GRAT F22
holding NNI Class B Common Stock 456,966 24 Aug 2023 By GRAT F23
holding NNI Class B Common Stock 365,717 24 Aug 2023 By GRAT F24
holding NNI Class B Common Stock 353,417 24 Aug 2023 By trust F25
holding NNI Class B Common Stock 353,417 24 Aug 2023 By trust F26
holding NNI Class B Common Stock 353,417 24 Aug 2023 By trust F27
holding NNI Class B Common Stock 125,000 24 Aug 2023 By Dynasty Trust F28
holding NNI Class B Common Stock 125,000 24 Aug 2023 By Dynasty Trust F29
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 24, 2023, for estate planning purposes, the reporting person transferred 346,592 shares of Class A Common Stock to the Michael S. Dunlap Grantor Retained Annuity Trust dated August 28, 2003 (the "2003 GRAT") in exchange for 346,592 shares of Class B Common Stock from the 2003 GRAT.
F2 Shares held by the 2003 GRAT, which reflect an annuity distribution from the trust to the reporting person of 4,030 shares of Class B Common Stock on August 28, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F3 Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnote (2) above and footnotes (7) through (12) below.
F4 Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (13) through (18).
F5 Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.
F6 Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein.
F7 Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2,514 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F8 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 2,417 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F9 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,155 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F10 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 531 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F11 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 702 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F12 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person of 35 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F13 Shares held by a Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,655 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F14 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,514 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F15 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,700 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F16 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 768 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F17 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,019 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F18 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 43 shares on May 12, 2023. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F19 Shares held by a Grantor Retained Annuity Trust dated October 13, 2015. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F20 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F21 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F22 Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F23 Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F24 Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F25 Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F26 Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F27 Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F28 Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
F29 Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

Remarks:

One of two Form 4s filed on August 28, 2023 for the reporting of an August 24, 2023 exchange of shares included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.