SEC Form 4 · accession 0001437749-17-000472

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

Jan 5, 2017

Accepted (ET)

Jan 10, 2017 · 5:53 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	Jan 5, 2017	G	233,285	$0.00	D	0	I	By GRAT
Class B Common Stock	Jan 5, 2017	G	220,343	$0.00	D	0	I	By GRAT
Class B Common Stock^F3	Jan 5, 2017	G	151,209	$0.00	A	151,209	I	By trust
Class B Common Stock^F4	Jan 5, 2017	G	151,210	$0.00	A	151,210	I	By trust
Class B Common Stock^F5	Jan 5, 2017	G	151,209	$0.00	A	151,209	I	By trust
Class B Common Stock^F6	holding	—	—		—	1,042,803	D
Class B Common Stock^F7	holding	—	—		—	925,110	I	By GRAT
Class B Common Stock^F8	holding	—	—		—	446,241	I	By GRAT
Class B Common Stock^F9	holding	—	—		—	498,888	I	By GRAT
Class B Common Stock^F10	holding	—	—		—	374,395	I	By GRAT
Class B Common Stock^F11	holding	—	—		—	425,648	I	By GRAT
Class B Common Stock^F12	holding	—	—		—	1,586,691	I	By corporation
Class B Common Stock^F13	holding	—	—		—	181,923	I	By spouse
Class B Common Stock^F14	holding	—	—		—	455,415	I	By GRAT
Class B Common Stock^F15	holding	—	—		—	489,158	I	By GRAT
Class B Common Stock^F16	holding	—	—		—	498,284	I	By GRAT
Class B Common Stock^F17	holding	—	—		—	432,142	I	By GRAT
Class B Common Stock^F18	holding	—	—		—	466,355	I	By GRAT
Class B Common Stock^F19	holding	—	—		—	477,723	I	By GRAT
Class A Common Stock	holding	—	—		—	2,099,574	D
Class A Common Stock	holding	—	—		—	52,675	I	By spouse
Class A Common Stock	holding	—	—		—	4,160	I	By adult 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^F20	holding	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock^F21	holding	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock^F22	holding	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock	holding	—	—		—	100	I	By son
Class B Common Stock	holding	—	—		—	100	I	By son
Class B Common Stock	holding	—	—		—	100	I	By son

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Shares were held by the 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, 2016, a total of 233,285 shares were transferred to trusts for the benefit of the reporting person's children as discussed in footnotes (3) through (5) below. A total of 134,965 shares were previously transferred to the reporting person in annuity distributions since November 10, 2015 and continue to be reported in this Form 4 as directly owned.
F10Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distributions from the trust to the reporting person of a total of 50,305 shares since November 10, 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.
F11Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distributions from the trust to the reporting person of a total of 31,902 shares since November 10, 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.
F12Shares 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.
F13Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (14) through (19).
F14Shares held by a Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 44,585 shares on November 21, 2016. 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.
F15Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 10,842 shares on November 21, 2016. 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 a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,716 shares on November 21, 2016. 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.
F17Shares held by a separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 67,858 shares on November 21, 2016. 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 separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 33,645 shares on November 21, 2016. 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 separate Grantor Retained Annuity Trust dated October 16, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 22,277 shares on November 21, 2016. 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.
F2Shares 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, 2016, a total of 220,343 shares were transferred to trusts for the benefit of the reporting person's children as discussed in footnotes (3) through (5) below. A total of 105,807 shares were previously transferred to the reporting person in annuity distributions since November 10, 2015 and continue to be reported in this Form 4 as directly owned.
F20Shares held by a Dynasty Trust, 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.
F21Shares 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.
F22Shares 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
F3Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F4Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.
F5Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.
F6Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (1) and (2) and footnotes (7) through (11).
F7Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflects an annuity distribution from the trust to the reporting person of 21,500 shares on August 26, 2016. 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, which reflect annuity distributions from the trust to the reporting person of a total of 34,259 shares since November 10, 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
F9Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect annuity distribution from the trust to the reporting person of 1,112 shares since November 10, 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.