Dunlap Michael S Form 4 NELNET / MICHAEL S DUNLAP 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^*

DUNLAP MICHAEL S

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET

SUITE 100

(Street)

LINCOLN

68508

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2020		G⁽¹⁾⁽²⁾	V	40,000	D	$0	1,969,574	D
Class B Common Stock	10/30/2020		G⁽³⁾	V	202,317	D	$0	0	I	By GRAT
Class B Common Stock	10/30/2020		G	V	67,439	A	$0	67,439⁽⁴⁾	I	By trust
Class B Common Stock	10/30/2020		G	V	67,439	A	$0	67,439⁽⁵⁾	I	By trust
Class B Common Stock	10/30/2020		G	V	67,439	A	$0	67,439⁽⁶⁾	I	By trust
Class B Common Stock	10/30/2020		G⁽⁷⁾	V	195,549	D	$0	0	I	By GRAT
Class B Common Stock	10/30/2020		G	V	65,183	A	$0	65,183⁽⁸⁾	I	By trust
Class B Common Stock	10/30/2020		G	V	65,183	A	$0	65,183⁽⁹⁾	I	By trust
Class B Common Stock	10/30/2020		G	V	65,183	A	$0	65,183⁽¹⁰⁾	I	By trust
Class B Common Stock								72,695⁽¹¹⁾	D
Class B Common Stock								194,344⁽¹²⁾	I	By spouse
Class B Common Stock								881,550⁽¹³⁾	I	By GRAT
Class B Common Stock								345,802⁽¹⁴⁾	I	By GRAT
Class B Common Stock								473,039⁽¹⁵⁾	I	By GRAT
Class B Common Stock								297,228⁽¹⁶⁾	I	By GRAT
Class B Common Stock								378,671⁽¹⁷⁾	I	By GRAT
Class B Common Stock								425,650⁽¹⁸⁾	I	By GRAT
Class B Common Stock								486,054⁽¹⁹⁾	I	By GRAT
Class B Common Stock								352,001⁽²⁰⁾	I	By GRAT
Class B Common Stock								403,985⁽²¹⁾	I	By GRAT
Class B Common Stock								1,600,000⁽²²⁾	I	By Dunlap Holdings, LLC
Class B Common Stock								1,586,691⁽²³⁾	I	By corporation
Class A Common Stock								4,160	I	By adult son
Class A Common Stock								1,983	I	By adult son
Class A Common Stock								1,215	I	By adult son
Class B Common Stock								125,000⁽²⁴⁾	I	By Dynasty Trust
Class B Common Stock								125,000⁽²⁵⁾	I	By Dynasty Trust
Class B Common Stock								125,000⁽²⁶⁾	I	By Dynasty Trust
Class B Common Stock								151,209⁽²⁷⁾	I	By trust
Class B Common Stock								151,210⁽²⁸⁾	I	By trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 13, 2020.

2. Rule 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.

3. Shares were held by a Grantor Retained Annuity Trust dated October 13, 2015. In connection with the expiration of the term of such trust on October 16, 2020, a total of 202,317 shares were transferred on October 30, 2020 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (4) through (6) below. Prior to such transfers, 73,878 shares were transferred to the reporting person's spouse in the final annuity distribution on October 16, 2020, and continue to be reported in this Form 4 as indirectly owned by the reporting person's spouse.

4. Shares held by a 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

5. Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

6. Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

7. Shares were held by a separate Grantor Retained Annuity Trust dated October 13, 2015. In connection with the expiration of the term of such trust on October 16, 2020, a total of 195,549 shares were transferred on October 30, 2020 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (8) through (10) below. Prior to such transfers, 52,105 shares were transferred to the reporting person's spouse in the final annuity distribution on October 16, 2020, and continue to be reported in this Form 4 as indirectly owned by the reporting person's spouse.

8. Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

9. Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

10. Shares held by a separate 2015 post annuity irrevocable trust, of which an adult son of the reporting person is the beneficiary.

11. Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (13) through (17) below.

12. Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (3) and (7) above, and footnotes (18) through (21) below.

13. Shares 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 8,110 shares on August 27, 2020. 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.

14. Shares 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 28,848 shares on December 18, 2020. 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.

15. Shares 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 8,598 shares on December 18, 2020. 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.

16. Shares 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 16,342 shares on December 18, 2020. 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.

17. Shares 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 10,056 shares on December 18, 2020. 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.

18. Shares 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 18,861 shares on October 16, 2020. 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.

19. Shares 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 3,979 shares on October 16, 2020. 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.

20. Shares 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 24,705 shares on October 16, 2020. 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.

21. Shares 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 15,600 shares on October 16, 2020. 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.

22. Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.

23. Shares 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.

24. Shares held by a Dynasty Trust established by the reporting person in 2011, 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.

25. Shares held by a separate Dynasty Trust established by the reporting person in 2011, 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.

26. Shares held by a separate Dynasty Trust established by the reporting person in 2011, 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.

27. Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

28. Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.

Remarks:

One of two Form 4s filed on January 5, 2021 for the reporting of September 15, 2020 and October 30, 2020 gift transactions included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap	01/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Dunlap Michael S Form 4NELNET / MICHAEL S DUNLAP ownership change