SEC Form 4 · accession 0001437749-17-021133

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

Nov 27, 2017

Accepted (ET)

Dec 22, 2017 · 4:36 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	Nov 27, 2017	G	1,000	$0.00	D	364,375	I	By spouse
Class B Common Stock^F2	Nov 27, 2017	G	1,000	$0.00	A	1,116,222	D
Class A Common Stock	Dec 11, 2017	G	52,675	$0.00	D	0	I	By spouse
Class B Common Stock^F5	holding	—	—		—	909,920	I	By GRAT
Class B Common Stock^F6	holding	—	—		—	426,769	I	By GRAT
Class B Common Stock^F7	holding	—	—		—	494,464	I	By GRAT
Class B Common Stock^F8	holding	—	—		—	353,785	I	By GRAT
Class B Common Stock^F9	holding	—	—		—	412,925	I	By GRAT
Class B Common Stock^F10	holding	—	—		—	1,586,691	I	By corporation
Class B Common Stock^F11	holding	—	—		—	403,907	I	By GRAT
Class B Common Stock^F12	holding	—	—		—	476,494	I	By GRAT
Class B Common Stock^F13	holding	—	—		—	496,125	I	By GRAT
Class B Common Stock^F14	holding	—	—		—	367,546	I	By GRAT
Class B Common Stock^F15	holding	—	—		—	434,632	I	By GRAT
Class B Common Stock^F16	holding	—	—		—	456,921	I	By GRAT
Class A Common Stock	holding	—	—		—	2,099,574	D
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^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^F20	holding	—	—		—	151,209	I	By trust
Class B Common Stock^F21	holding	—	—		—	151,210	I	By trust
Class B Common Stock^F22	holding	—	—		—	151,209	I	By trust
Class B Common Stock	holding	—	—		—	100	I	By adult 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

F1Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (11) through (16).
F10Shares 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.
F11Shares 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 51,508 shares on October 19, 2017. 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 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 12,664 shares on October 19, 2017. 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.
F13Shares 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 2,159 shares on October 19, 2017. 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.
F14Shares 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 64,596 shares on October 19, 2017. 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 31,723 shares on October 19, 2017. 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 20,802 shares on October 19, 2017. 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 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.
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.
F2Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (5) through (9).
F20Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F21Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.
F22Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which a son of the reporting person is the beneficiary.
F3This gift was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person's spouse on November 10, 2017.
F4Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company and their family members 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 or family member 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 or family member may receive.
F5Shares 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 15,190 shares on August 25, 2017. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 19,472 shares on December 19, 2017. 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 reflect an annuity distribution from the trust to the reporting person of 4,424 shares on December 19, 2017. 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 an annuity distribution from the trust to the reporting person of 20,610 shares on December 19, 2017. 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 an annuity distribution from the trust to the reporting person of 12,723 shares on December 19, 2017. 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