Sec Form 4 Filing - Kruger James D @ NELNET INC - 2021-08-13

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 Kruger James D 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 Financial Officer (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2021 (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 08/13/2021 G V 15,000 D $ 0 162,673 ( 1 ) ( 2 ) D Class A Common Stock 08/13/2021 G V 15,000 A $ 0 0 ( 3 ) I By Spouse Class A Common Stock 08/20/2021 G V 10,000 D $ 0 152,673 ( 1 ) ( 4 ) D Class A Common Stock 08/20/2021 G V 10,000 A $ 0 10,000 ( 5 ) I By trust Class A Common Stock 08/20/2021 G V 10,000 D $ 0 142,673 ( 1 ) ( 6 ) D Class A Common Stock 08/20/2021 G V 10,000 A $ 0 10,000 ( 7 ) I By trust Class A Common Stock 08/20/2021 G V 10,000 D $ 0 117,673 ( 1 ) ( 8 ) ( 9 ) D Class A Common Stock 08/20/2021 G V 10,000 A $ 0 10,000 ( 10 ) I By trust Class A Common Stock 15,000 ( 11 ) I By GRAT Class A Common Stock 15,000 ( 12 ) 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 Kruger James D 121 SOUTH 13TH STREET SUITE 100 LINCOLN, NE68508 Chief Financial Officer Signatures /s/ Audra Hoffschneider, Attorney-in-Fact for James D. Kruger 09/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,488 shares issued pursuant to the issuer's Employee Share Purchase Plan, which number of shares reflects the acquisition of a total of 350 shares under the issuer's Employee Share Purchase Plan since March 12, 2021. ( 2 )Includes 121,192 shares held jointly with spouse, which number of jointly held shares reflects a gift transfer on August 13, 2021 of 15,000 shares held jointly with spouse to an account for shares held by the reporting person individually. ( 3 )Reflects the subsequent change in the form of beneficial ownership of 15,000 shares on September 1, 2021 through the contribution by the reporting person's spouse of 15,000 shares to a grantor retained annuity trust ("GRAT") established by the reporting person's spouse on September 1, 2021, as discussed in footnote (12) below and set forth in the line item corresponding thereto. ( 4 )Includes 111,192 shares held jointly with spouse. ( 5 )Shares gifted to a trust for the benefit of an adult 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. ( 6 )Includes 101,192 shares held jointly with spouse. ( 7 )Shares gifted to a separate trust for the benefit of another adult 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. ( 8 )Includes 91,192 shares held jointly with spouse. ( 9 )Reflects the subsequent change in the form of beneficial ownership of 15,000 shares on September 1, 2021 through the contribution by the reporting person of 15,000 shares to a GRAT established by the reporting person on September 1, 2021, as discussed in footnote (11) below and set forth in the line item corresponding thereto. ( 10 )Shares gifted to a separate trust for the benefit of the adult 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. ( 11 )On September 1, 2021, the reporting person contributed 15,000 shares to a GRAT dated September 1, 2021. 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. ( 12 )On September 1, 2021, the reporting person's spouse contributed 15,000 shares to a GRAT dated September 1, 2021. 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).

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