Sec Form 4 Filing - HEIMES TERRY J @ NELNET INC - 2022-03-10

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) 03/10/2022 (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 03/10/2022 F 791( 1 ) D $ 83.64( 2 ) 45,171( 3 ) D Class A Common Stock 03/10/2022 A 6,052( 4 ) A $ 0 51,223 D Class A Common Stock 03/10/2022 A 5,446( 5 ) A $ 0 56,669 D Class A Common Stock 03/10/2022 F 2,809( 6 ) D $ 82.62( 7 ) 53,860 D Class A Common Stock 94,921( 8 ) I By revocable trust Class A Common Stock 1,167( 9 ) I By spouse Class A Common Stock 50,000( 10 ) I By revocable trust Class A Common Stock 8,920( 11 ) I By GRAT Class A Common Stock 8,920( 12 ) I By GRAT Class A Common Stock 5,000( 13 ) I By trust Class A Common Stock 5,000( 14 ) I By trust Class A Common Stock 5,000( 15 ) I By trust Class A Common Stock 5,000( 16 ) 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 (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 03/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d). ( 2 )Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2022. ( 3 )Includes shares distributed to the reporting person by a grantor retained annuity trust as discussed in footnote (11) below. ( 4 )These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year. ( 5 )These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2021 paid in stock, which the reporting person became entitled to receive on March 10, 2022. ( 6 )Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2022 award by the issuer of 5,446 shares of bonus compensation stock. ( 7 )Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for March 1, 2022 through March 7, 2022. ( 8 )Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary. ( 9 )Includes shares distributed to the reporting person's spouse by a grantor retained annuity trust as discussed in footnote (12) below. ( 10 )Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary. ( 11 )Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,080 shares on March 15, 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 )Shares held by a GRAT established by the reporting person's spouse on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,080 shares on March 15, 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. ( 13 )Shares held by 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. ( 14 )Shares held by a 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. ( 15 )Shares held by a 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. ( 16 )Shares held by a 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.

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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