Sec Form 4 Filing - HEIMES TERRY J @ NELNET INC - 2020-03-16

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HEIMES TERRY J 2. Issuer Name and Ticker or Trading Symbol NELNET INC [ NNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2020 (Street) LINCOLN, NE68508 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/16/2020 G V 5,000 D $ 0 158,459 D Class A Common Stock 03/16/2020 G V 5,000 A $ 0 5,000 ( 1 ) I By trust Class A Common Stock 03/16/2020 G V 5,000 D $ 0 153,459 D Class A Common Stock 03/16/2020 G V 5,000 A $ 0 5,000 ( 2 ) I By trust Class A Common Stock 03/16/2020 G V 5,000 D $ 0 148,459 D Class A Common Stock 03/16/2020 G V 5,000 A $ 0 5,000 ( 2 ) I By trust Class A Common Stock 03/16/2020 G V 5,000 D $ 0 133,459 ( 3 ) D Class A Commo n Stock 03/16/2020 G V 5,000 A $ 0 5,000 ( 4 ) I By trust Class A Common Stock 03/16/2020 G V 10,000 D $ 0 123,459 D Class A Common Stock 03/16/2020 G V 10,000 A $ 0 50,087 ( 5 ) I By spouse Class A Common Stock 10,000 ( 6 ) I By GRAT Class A Common Stock 10,000 ( 7 ) I By GRAT

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEIMES TERRY J 121 SOUTH 13TH STREET SUITE 100 LINCOLN, NE68508 Chief Operating Officer Signatures /s/ Audra Hoffschneider, Attorney-in-Fact for Terry J. Heimes 03/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares gifted to a trust for the benefit of a son of the reporting person. 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. ( 2 )Shares gifted to a separate trust for the benefit of another son of the reporting person. 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. ( 3 )Reflects the contribution of 10,000 shares to the grantor retained annuity trust established by the reporting person on March 11, 2020, as discussed in footnote (6) below. ( 4 )Shares gifted to a separate trust for the benefit of the daughter of the reporting person. 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. ( 5 )Reflects the contribution of 10,000 shares to the grantor retained annuity trust established by the reporting person's spouse on March 11, 2020, as discussed in footnote (7) below. ( 6 )On March 16, 2020, the reporting person contributed 10,000 shares to a grantor retained annuity trust dated March 11, 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. ( 7 )On March 16, 2020, the reporting person's spouse contributed 10,000 shares to a grantor retained annuity trust dated March 11, 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.

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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