SEC Form 4 · accession 0001437749-18-000984

NELNET INC · NNI

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

Reporting owner

Angie Muhleisen

10% Owner

Period of report

Jan 23, 2018

Accepted (ET)

Jan 23, 2018 · 4:32 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 A Common Stock^F2	Dec 28, 2017	G	86,860	$0.00	D	88,070	I	By trust
Class A Common Stock^F4	Dec 28, 2017	G	86,860	$0.00	D	88,070	I	By trust
Class A Common Stock	Dec 28, 2017	G	173,720	$0.00	A	695,885	I	By adult daughter
Class A Common Stock	Jan 23, 2018	S	1,000	$52.56	D	694,885	I	By adult daughter
Class A Common Stock	Jan 23, 2018	S	1,000	$52.56	D	519,708	I	By adult son
Class A Common Stock^F8	holding	—	—		—	2,498,371	D
Class A Common Stock	holding	—	—		—	661,093	I	By spouse
Class A Common Stock^F9	holding	—	—		—	175,000	I	By Dynasty Trust
Class A Common Stock^F10	holding	—	—		—	175,000	I	By Dynasty Trust
Class A Common Stock^F11	holding	—	—		—	174,930	I	By trust
Class A Common Stock^F12	holding	—	—		—	174,930	I	By trust

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1On December 28, 2017, the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the beneficiary, distributed 86,860 shares to the adult daughter of the reporting person pursuant to the terms of the trust.
F10Shares held by a Dynasty Trust, of which the 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 the reporting person's pecuniary interest therein.
F11Shares held by the Jason D. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.
F12Shares held by the A. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting person is the 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 the reporting person's pecuniary interest therein.
F2Shares held by the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.
F3On December 28, 2017, the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the beneficiary, distributed 86,860 shares to the adult daughter of the reporting person pursuant to the terms of the trust.
F4Shares held by the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting person is the 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 the reporting person's pecuniary interest therein.
F5These shares were sold by the reporting person's adult daughter pursuant to a Rule 10b5-1 Plan (the "Daughter's Plan") entered into on March 15, 2017, which provides for the sale of shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date. To the extent any future sales occur pursuant to the Daughter's Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission ("SEC").
F6Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company and their family members who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the shareholder or family member does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades 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 shareholder or family member may receive.
F7These shares were sold by the reporting person's adult son pursuant to a Rule 10b5-1 Plan (the "Son's Plan") entered into on March 15, 2017, which provides for the sale of shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date. To the extent any future sales occur pursuant to the Son's Plan, such sales will be publicly disclosed in Form 4 filings with the SEC.
F8These shares include 105,327 shares that the reporting person holds jointly with her spouse.
F9Shares held by a Dynasty Trust, of which the adult daughter 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 the reporting person's pecuniary interest therein.