SEC Form 4 · accession 0001127602-19-005203

WERNER ENTERPRISES INC · WERN

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

Reporting owner

Clarence L Werner

Officer — Executive Chairman · Director · 10% Owner

Period of report

Feb 7, 2019

Accepted (ET)

Feb 11, 2019 · 8:15 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000793074

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 7, 2019	F	1,097	$34.54	D	6,042,973	D
Common Stock^F2	Feb 11, 2019	A	17,020	$0.00	A	6,059,993	D
Common Stock	holding	—	—		—	3,000	I	By Spouse
Common Stock	holding	—	—		—	7,500,625	I	Trustee For Self And Children
Common Stock	holding	—	—		—	7,500,625	I	Trustee, Life Interest Only
Common Stock^F3	holding	—	—		—	28	I	By spouse as UTMA custodian for minor child
Common Stock^F4	holding	—	—		—	28	I	By spouse as UTMA custodian for minor child
Common Stock^F5	holding	—	—		—	28	I	By spouse as UTMA custodian for minor child
Common Stock^F6	holding	—	—		—	17	I	By spouse as UTMA custodian for minor child
Common Stock^F7	holding	—	—		—	8	I	By spouse as UTMA custodian for minor child
Common Stock^F8	holding	—	—		—	28	I	By spouse as UTMA custodian for minor child

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents shares required to satisfy tax withholding obligations in connection with the vesting of 3738 shares of restricted stock granted to the Reporting Person on February 7, 2018.
F2Restricted stock awarded February 11, 2019 under stockholder approved equity plan. This award shall vest, subject to continued employment, in four annual increments of 25% each beginning February 11, 2020 (1 year after the grant date). The award will become fully vested on February 11, 2023.
F3Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F6Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F7Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F8Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.