Jeffrey R. Noordhoek - Mar 10, 2022 Form 4 Insider Report for NELNET INC (NNI)

Role: Chief Executive Officer
Signature: /s/ Audra Hoffschneider, Attorney-in-Fact for Jeffrey R. Noordhoek
Stock symbol: NNI
Transactions as of: Mar 10, 2022
Transactions value $: -$329,877
Form type: 4
Date filed: 3/14/2022, 04:11 PM
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NNI	Class A Common Stock	Tax liability	-$65.7K	-786	-0.96%	$83.64	81.4K	Mar 10, 2022	Direct	F1, F2, F3
transaction	NNI	Class A Common Stock	Award	$0	+6.05K	+7.43%	$0.00	87.5K	Mar 10, 2022	Direct	F4
transaction	NNI	Class A Common Stock	Award	$0	+10.9K	+12.45%	$0.00	98.4K	Mar 10, 2022	Direct	F5
transaction	NNI	Class A Common Stock	Tax liability	-$264K	-3.2K	-3.25%	$82.62	95.2K	Mar 10, 2022	Direct	F6, F7
holding	NNI	Class A Common Stock						311K	Mar 10, 2022	By trust	F8
holding	NNI	Class A Common Stock						126K	Mar 10, 2022	By trust	F9
holding	NNI	Class A Common Stock						13.5K	Mar 10, 2022	By trust	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).
F2	Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2022.
F3	Includes 5,092 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 19 shares under the issuer's Employee Share Purchase Plan since March 12, 2021. Also includes 619 shares distributed to the reporting person by The Noordhoek Charitable Remainder Unitrust I on December 31, 2021 as discussed in footnote (10) below.
F4	These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.
F5	These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2021 paid in stock, which the reporting person became entitled to receive on March 10, 2022.
F6	These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2022 award by the issuer of 10,892 shares of bonus compensation stock.
F7	Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for March 1, 2022 through March 7, 2022.
F8	Shares held by The Jeffrey R. Noordhoek Amended And Restated Revocable Trust, dated August 9, 2016, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.
F9	Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. 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 The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole noncharitable beneficiary), which reflect an annual distribution and transfer from the trust to the reporting person of 619 shares on December 31, 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.