Michael S. Dunlap - Dec 14, 2021 Form 4 Insider Report for NELNET INC (NNI)

Signature
/s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap
Stock symbol
NNI
Transactions as of
Dec 14, 2021
Transactions value $
$0
Form type
4
Date filed
1/11/2022, 03:26 PM
Previous filing
Jun 11, 2021
Next filing
Dec 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class A Common Stock Gift $0 -40K -2.07% $0.00 1.89M Dec 14, 2021 Direct F1, F2
transaction NNI Class A Common Stock Gift $0 -10K -0.53% $0.00 1.88M Dec 21, 2021 Direct F2, F3
transaction NNI Class B Common Stock Gift $0 -321K -100% $0.00* 0 Dec 30, 2021 By GRAT F4
transaction NNI Class B Common Stock Gift $0 -286K -100% $0.00* 0 Dec 30, 2021 By GRAT F5
transaction NNI Class B Common Stock Gift $0 +202K +133.73% $0.00 353K Dec 30, 2021 By trust F6
transaction NNI Class B Common Stock Gift $0 +202K +133.73% $0.00 353K Dec 30, 2021 By trust F7
transaction NNI Class B Common Stock Gift $0 +202K +133.73% $0.00 353K Dec 30, 2021 By trust F8
holding NNI Class B Common Stock 137K Dec 14, 2021 Direct F9
holding NNI Class B Common Stock 263K Dec 14, 2021 By spouse F10
holding NNI Class B Common Stock 1.6M Dec 14, 2021 By Dunlap Holdings, LLC F11
holding NNI Class B Common Stock 1.59M Dec 14, 2021 By corporation F12
holding NNI Class B Common Stock 875K Dec 14, 2021 By GRAT F13
holding NNI Class B Common Stock 407K Dec 14, 2021 By GRAT F14
holding NNI Class B Common Stocks 481K Dec 14, 2021 By GRAT F15
holding NNI Class B Common Stock 332K Dec 14, 2021 By GRAT F16
holding NNI Class B Common Stock 391K Dec 14, 2021 By GRAT F17
holding NNI Class B Common Stock 466K Dec 14, 2021 By GRAT F18
holding NNI Class B Common Stock 372K Dec 14, 2021 By GRAT F19
holding NNI Class B Common Stock 24.3K Dec 14, 2021 By GRAT F20
holding NNI Class B Common Stock 25.5K Dec 14, 2021 By GRAT F21
holding NNI Class B Common Stock 26K Dec 14, 2021 By GRAT F22
holding NNI Class B Common Stock 27K Dec 14, 2021 By GRAT F23
holding NNI Class B Common Stock 26.6K Dec 14, 2021 By GRAT F24
holding NNI Class B Common Stock 27.5K Dec 14, 2021 By GRAT F25
holding NNI Class B Common Stock 35.3K Dec 14, 2021 By GRAT F26
holding NNI Class B Common Stock 36.9K Dec 14, 2021 By GRAT F27
holding NNI Class B Common Stock 37.7K Dec 14, 2021 By GRAT F28
holding NNI Class B Common Stock 39.4K Dec 14, 2021 By GRAT F29
holding NNI Class B Common Stock 38.7K Dec 14, 2021 By GRAT F30
holding NNI Class B Common Stock 40K Dec 14, 2021 By GRAT F31
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 10, 2021.
F2 Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy, sell, or otherwise transfer a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over transfers of stock under the plan and the pre-planned transfers may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive.
F3 This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on November 16, 2021.
F4 Shares were held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 320,716 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 25,086 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned.
F5 Shares were held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 285,907 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 11,321 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned.
F6 Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F7 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.
F8 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.
F9 Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (4) and (5) above, and in footnotes (13), (18) and (19) below.
F10 Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (14) through (17) below.
F11 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.
F12 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.
F13 Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 6,260 shares on August 27, 2021. 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 Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,056 shares on October 18, 2021. 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 October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 4,587 shares on October 18, 2021. 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 October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 20,032 shares on October 18, 2021. 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 October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,595 shares on October 18, 2021. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,945 shares on December 20, 2021. 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 separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,472 shares on December 20, 2021. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 May 12, 2020. 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 separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 Grantor Retained Annuity Trust dated May 12, 2020. 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 Grantor Retained Annuity Trust dated May 12, 2020. 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 separate Grantor Retained Annuity Trust dated May 12, 2020. 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 Grantor Retained Annuity Trust dated May 12, 2020. 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.
F30 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.
F31 Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 January 11, 2022 for the reporting of December 14, 2021, December 21, 2021, and December 30, 2021 gift transactions 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.