SEC Form 4 · accession 0001437749-15-020380

NELNET INC · NNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael S Dunlap

Officer — Executive Chairman of Board · Director · 10% Owner

Period of report

Oct 15, 2015

Accepted (ET)

Nov 10, 2015 · 4:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001258602

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B Common Stock^F1	Oct 15, 2015	G	1,300,000	$0.00	D	662,953	D
Class B Common Stock^F2	Oct 15, 2015	G	1,300,000	$0.00	A	1,000	I	By spouse
Class A Common Stock	holding	—	—		—	2,099,574	D
Class B Common Stock^F3	holding	—	—		—	368,250	I	By GRAT
Class B Common Stock^F4	holding	—	—		—	480,500	I	By GRAT
Class B Common Stock^F5	holding	—	—		—	326,150	I	By GRAT
Class B Common Stock^F6	holding	—	—		—	424,700	I	by GRAT
Class B Coomon Stock^F7	holding	—	—		—	457,550	I	By GRAT
Class B Common Stock^F8	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F9	holding	—	—		—	946,610	I	By GRAT
Class B Common Stock^F10	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F11	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F12	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F13	holding	—	—		—	500,000	I	Bt GRAT
Class B Common Stock^F14	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F15	holding	—	—		—	500,000	I	By GRAT
Class B Common Stock^F16	holding	—	—		—	1,586,691	I	By corporation
Class A Common Stock	holding	—	—		—	52,675	I	By spouse
Class A Common Stock	holding	—	—		—	4,160	I	By son
Class A Common Stock	holding	—	—		—	1,983	I	As UTMA custodian for son
Class A Common Stock	holding	—	—		—	1,215	I	As UTMA custodian for son
Class B Common Stock^F17	holding	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock^F18	holding	—	—		—	125,000	I	By Dynasty trust
Class B Common Stock^F19	holding	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock	holding	—	—		—	100	I	By son
Class B Common Stock	holding	—	—		—	100	I	By spouse as UTMA custodian for son
Class B Common Stock	holding	—	—		—	100	I	By spouse as UTMA custodian for son

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Includes shares distributed from grantor retained annuity trusts as discussed in footnotes (3)-(7) below.
F10On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a Grantor Retained Annuity Trust dated October 16, 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.
F11On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 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.
F12On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 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.
F13On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 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.
F14On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 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.
F15On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 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.
F16Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman 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.
F17Shares held by a Dynasty Trust, of which a 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.
F18Shares held by a Dynasty Trust, of which a 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.
F19Shares held by a Dynasty Trust, of which a 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.
F2Reflects the subsequent change in the form of beneficial ownership of 3,000,000 shares on October 16, 2015 through the contribution of a total of 3,000,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person's spouse on October 16, 2015, as discussed in footnotes (10) through (15) below and set forth in the line items corresponding thereto.
F3Shares held by the Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 49,600 shares on December 19, 2014. 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.
F4Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 12,300 shares on December 19, 2014. 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.
F5Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 51,300 shares on December 19, 2014. 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.
F6Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 24,900 shares on December 19, 2014. 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.
F7Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 16,050 shares on December 19, 2014. 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.
F8Shares 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.
F9Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflects the distribution and transfer from the trust to the reporting person of 14,050 shares and 21,600 shares on August 27, 2014 and August 27, 2015, respectively. 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

Exhibit List Exhibit 24 - Power of Attorney