SEC Form 4 · accession 0001437749-18-022380

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 29, 2018

Accepted (ET)

Dec 20, 2018 · 4:29 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	Nov 29, 2018	G	50,000	$0.00	D	2,049,574	D
Class B Common Stock^F3	holding	—	—		—	1,201,299	D
Class B Common Stock^F4	holding	—	—		—	554,960	I	By spouse
Class B Common Stock^F5	holding	—	—		—	898,630	I	By GRAT
Class B Common Stock^F6	holding	—	—		—	399,248	I	By GRAT
Class B Common Stock^F7	holding	—	—		—	486,552	I	By GRAT
Class B Common Stock^F8	holding	—	—		—	330,327	I	By GRAT
Class B Common Stock^F9	holding	—	—		—	398,029	I	By GRAT
Class B Common Stock^F10	holding	—	—		—	1,586,691	I	By corporation
Class B Common Stock^F11	holding	—	—		—	343,535	I	By GRAT
Class B Common Stock^F12	holding	—	—		—	461,470	I	By GRAT
Class B Common Stock^F13	holding	—	—		—	493,366	I	By GRAT
Class B Common Stock^F14	holding	—	—		—	305,121	I	By GRAT
Class B Common Stock^F15	holding	—	—		—	404,298	I	By GRAT
Class B Common Stock^F16	holding	—	—		—	437,250	I	By GRAT
Class A Common Stock	holding	—	—		—	4,160	I	By adult son
Class A Common Stock^F17	holding	—	—		—	1,983	I	By adult son
Class A Common Stock^F17	holding	—	—		—	1,215	I	By adult son
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	—	—		—	125,000	I	By Dynasty Trust
Class B Common Stock^F21	holding	—	—		—	151,209	I	By trust
Class B Common Stock^F22	holding	—	—		—	151,210	I	By trust
Class B Common Stock^F23	holding	—	—		—	151,209	I	By trust
Class B Common Stock	holding	—	—		—	100	I	By adult son
Class B Common Stock^F17	holding	—	—		—	100	I	By adult son
Class B Common Stock^F17	holding	—	—		—	100	I	By adult son

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This gift was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 29, 2018.
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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 60,372 shares on October 16, 2018. 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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 15,024 shares on October 16, 2018. 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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 2,759 shares on October 16, 2018. 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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 62,425 shares on October 16, 2018. 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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 30,334 shares on October 16, 2018. 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 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,671 shares on October 16, 2018. 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.
F17The nature of the indirect beneficial ownership of these shares was previously reported as UTMA custodian for such son, who has now reached the age of legal majority.
F18Shares 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.
F19Shares held by a separate 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.
F2Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company 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 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 may receive.
F20Shares held by a separate 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 the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F22Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F23Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.
F3Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (5) through (9) below.
F4Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (11) through (16) below. Such grantor retained annuity trusts discussed in footnotes (11) through (16) were previously reported as being dated October 16, 2015, which has been corrected in footnotes (11) through (16) to the date of October 13, 2015.
F5Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 11,290 shares on August 27, 2018. 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 27,521 shares on December 19, 2018. 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 7,912 shares on December 19, 2018. 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 23,458 shares on December 19, 2018. 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 14,896 shares on December 19, 2018. 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.