Terry J. Heimes - Mar 10, 2023 Form 4 Insider Report for NELNET INC (NNI)

Role: Chief Operating Officer
Signature: /s/ Audra Hoffschneider, Attorney-in-Fact for Terry J. Heimes
Stock symbol: NNI
Transactions as of: Mar 10, 2023
Transactions value $: -$361,084
Form type: 4
Date filed: 3/14/2023, 04:47 PM
Previous filing: Mar 14, 2022
Next filing: Mar 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NNI	Class A Common Stock	Tax liability	-$71.5K	-791	-2.89%	$90.43	26.6K	Mar 10, 2023	Direct	F1, F2, F3
transaction	NNI	Class A Common Stock	Tax liability	-$32.2K	-356	-1.34%	$90.43	26.2K	Mar 10, 2023	Direct	F1, F2
transaction	NNI	Class A Common Stock	Award	$0	+5.47K	+20.88%	$0.00	31.7K	Mar 10, 2023	Direct	F4
transaction	NNI	Class A Common Stock	Award	$0	+5.12K	+16.16%	$0.00	36.8K	Mar 10, 2023	Direct	F5
transaction	NNI	Class A Common Stock	Tax liability	-$257K	-2.82K	-7.65%	$91.36	34K	Mar 10, 2023	Direct	F6, F7
holding	NNI	Class A Common Stock						123K	Mar 10, 2023	By revocable trust	F8
holding	NNI	Class A Common Stock						2.3K	Mar 10, 2023	By spouse	F9
holding	NNI	Class A Common Stock						50K	Mar 10, 2023	By revocable trust	F10
holding	NNI	Class A Common Stock						7.79K	Mar 10, 2023	By GRAT	F11
holding	NNI	Class A Common Stock						7.79K	Mar 10, 2023	By GRAT	F12
holding	NNI	Class A Common Stock						5K	Mar 10, 2023	By trust	F13
holding	NNI	Class A Common Stock						5K	Mar 10, 2023	By trust	F14
holding	NNI	Class A Common Stock						5K	Mar 10, 2023	By trust	F15
holding	NNI	Class A Common Stock						5K	Mar 10, 2023	By trust	F16

* 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, 2023.
F3	The number of shares reflects (i) shares contributed to a revocable trust as discussed in footnote (8) below and (ii) shares distributed to the reporting person by a grantor retained annuity trust ("GRAT") as discussed in footnote (11) 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 2022 paid in stock, which the reporting person became entitled to receive on March 10, 2023.
F6	Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2023 award by the issuer of 5,122 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, 2023 through March 7, 2023.
F8	Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary. On June 8, 2022, the reporting person contributed a total of 27,629 shares to the revocable trust.
F9	Includes shares distributed to the reporting person's spouse by a GRAT as discussed in footnote (12) below.
F10	Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.
F11	Shares held by a GRAT established by the reporting person on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,130 shares on March 16, 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 GRAT established by the reporting person's spouse on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,130 shares on March 16, 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 trust for the benefit of a son of the reporting person. 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 trust for the benefit of another son of the reporting person. 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 trust for the benefit of another son of the reporting person. 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 trust for the benefit of the daughter of the reporting person. 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.