Michael S. Dunlap - Dec 16, 2022 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 16, 2022
Transactions value $
$0
Form type
4
Date filed
12/22/2022, 03:21 PM
Previous filing
Jan 11, 2022
Next filing
Aug 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NNI Class A Common Stock Gift $0 -40K -2.13% $0.00 1.84M Dec 16, 2022 Direct F1, F2
holding NNI Class B Common Stock 166K Dec 16, 2022 Direct F3
holding NNI Class B Common Stock 336K Dec 16, 2022 By spouse F4
holding NNI Class B Common Stock 1.6M Dec 16, 2022 By Dunlap Holdings, LLC F5
holding NNI Class B Common Stock 1.59M Dec 16, 2022 By corporation F6
holding NNI Class B Common Stock 21.4K Dec 16, 2022 By GRAT F7
holding NNI Class B Common Stock 23.1K Dec 16, 2022 By GRAT F8
holding NNI Class B Common Stock 24.7K Dec 16, 2022 By GRAT F9
holding NNI Class B Common Stock 26.5K Dec 16, 2022 By GRAT F10
holding NNI Class B Common Stock 25.7K Dec 16, 2022 By GRAT F11
holding NNI Class B Common Stock 27.5K Dec 16, 2022 By GRAT F12
holding NNI Class B Common Stock 31K Dec 16, 2022 By GRAT F13
holding NNI Class B Common Stock 33.6K Dec 16, 2022 By GRAT F14
holding NNI Class B Common Stock 35.8K Dec 16, 2022 By GRAT F15
holding NNI Class B Common Stock 38.7K Dec 16, 2022 By GRAT F16
holding NNI Class B Common Stock 37.4K Dec 16, 2022 By GRAT F17
holding NNI Class B Common Stock 40K Dec 16, 2022 By GRAT F18
holding NNI Class B Common Stock 870K Dec 16, 2022 By GRAT F19
holding NNI Class B Common Stock 383K Dec 16, 2022 By GRAT F20
holding NNI Class B Common Stocks 476K Dec 16, 2022 By GRAT F21
holding NNI Class B Common Stock 312K Dec 16, 2022 By GRAT F22
holding NNI Class B Common Stock 379K Dec 16, 2022 By GRAT F23
holding NNI Class B Common Stock 457K Dec 16, 2022 By GRAT F24
holding NNI Class B Common Stock 366K Dec 16, 2022 By GRAT F25
holding NNI Class B Common Stock 353K Dec 16, 2022 By trust F26
holding NNI Class B Common Stock 353K Dec 16, 2022 By trust F27
holding NNI Class B Common Stock 353K Dec 16, 2022 By trust F28
holding NNI Class B Common Stock 125K Dec 16, 2022 By Dynasty Trust F29
holding NNI Class B Common Stock 125K Dec 16, 2022 By Dynasty Trust F30
holding NNI Class B Common Stock 125K Dec 16, 2022 By Dynasty Trust 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 11, 2022.
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 Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (7) through (12), (19), (24) and (25) below.
F4 Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (13) through (17) and (20) through (23) below.
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 2,931 shares on May 12, 2022. 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 2,313 shares on May 12, 2022. 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 1,362 shares on May 12, 2022. 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 492 shares on May 12, 2022. 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 840 shares on May 12, 2022. 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 2 shares on May 12, 2022. 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 4,261 shares on May 12, 2022. 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 3,364 shares on May 12, 2022. 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 1,980 shares on May 12, 2022. 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 713 shares on May 12, 2022. 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 1,218 shares on May 12, 2022. 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. 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 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 5,120 shares on August 26, 2022. 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 Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 23,394 shares on October 17, 2022. 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, which reflect an annuity distribution from the trust to the reporting person's spouse of 5,917 shares on October 17, 2022. 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, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,883 shares on October 17, 2022. 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 Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,311 shares on October 17, 2022. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 9,128 shares on December 19, 2022. 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 December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,482 shares on December 19, 2022. 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 Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
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.
F28 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.
F29 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.
F30 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.
F31 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 December 22, 2022 for the reporting of a December 16, 2022 gift transaction 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.