Joann M Martin Form 4 NATIONAL RESEARCH / JOANN M MARTIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARTIN JOANN M

(Last) (First) (Middle)

C/O AMERITAS

5900 "O" STREET

(Street)

LINCOLN NE 68510

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL RESEARCH CORP [ NRCIA/B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								166,248	D
Class B Common Stock	05/12/2016		M		2,300	A	$18.11	30,008	D
Class B Common Stock	05/12/2016		M		6,000	A	$19.98	36,008	D
Class B Common Stock	05/12/2016		F(1)		4,275	D	$37.78	31,733	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (Right to Buy)	$18.11	05/12/2016		M			2,300	05/02/2009	05/02/2018	Class B Common Stock	2,300	$0	0	D
Director Stock Option (Right to Buy)	$19.98	05/12/2016		M			6,000	05/06/2012	05/06/2021	Class B Common Stock	6,000	$0	0	D
Director Stock Option (Right to Buy)	$8.49							05/02/2009	05/02/2018	Class A Common Stock	13,800		13,800	D
Director Stock Option (Right to Buy)	$9.73							05/06/2012	05/06/2021	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$13.81							05/11/2013	05/11/2022	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$16.89							05/19/2014	05/09/2023	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$14.95							05/08/2015	05/08/2024	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$14.21							05/07/2016	05/07/2015	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$14.19							05/11/2017	05/11/2026	Class A Common Stock	36,000		36,000	D
Director Stock Option (Right to Buy)	$26.1							05/11/2013	05/11/2022	Class B Common Stock	6,000		6,000	D
Director Stock Option (Right to Buy)	$30.72							05/19/2014	05/09/2023	Class B Common Stock	6,000		6,000	D
Director Stock Option (Right to Buy)	$43.91							05/08/2015	05/08/2024	Class B Common Stock	6,000		6,000	D
Director Stock Option (Right to Buy)	$34.5							05/07/2016	05/07/2015	Class B Common Stock	6,000		6,000	D
Director Stock Option (Right to Buy)	$37.78							05/11/2017	05/11/2026	Class B Common Stock	6,000		6,000	D

Explanation of Responses:

1. Reflects payment of option exercise expense.

	/s/ Russell E. Ryba, Attorney-in-Fact for JoAnn M. Martin	05/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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