Sec Form 4 Filing - Hays Michael D. @ NATIONAL RESEARCH CORP - 2016-11-18

Insider filing report for Changes in Beneficial Ownership
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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
Hays Michael D.
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O NATIONAL RESEARCH CORPORATION, 1245 "Q" STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2016
(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 11/18/2016 S 8,441 D $ 16.03 6,398,841 D
Class A Common Stock 11/21/2016 S 11,569 D $ 16.02 6,387,272 D
Class A Common Stock 11/22/2016 S 7,999 D $ 16 6,379,273 D
Class A Common Stock 138,970 I By Spouse
Class A Common Stock 75 I ( 1 ) By Spouse & Daughter Jt
Class B Common Stock 1,973,205 D
Class B Common Stock 125 I By Spouse
Class B Common Stock 12 I ( 1 ) By Spouse & Daughter Jt
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
Employee Stock Option (right to buy) $ 6.62 ( 2 ) 01/05/2017 Class A Common Stock 25,068 25,068 D
Employee Stock Option (right to buy) $ 7.59 ( 3 ) 01/04/2018 Class A Common Stock 21,633 21,633 D
Employee Stock Option (right to buy) $ 8.12 ( 4 ) 01/05/2019 Class A Common Stock 20,109 20,109 D
Employee Stock Option (right to buy) $ 6.29 ( 5 ) 01/05/2020 Class A Common Stock 26,481 26,481 D
Employee Stock Option (right to buy) $ 9.14 ( 6 ) 01/05/2021 Class A Common Stock 17,745 17,745 D
Employee Stock Option (right to buy) $ 10.75 ( 7 ) 01/05/2022 Class A Common Stock 14,949 14,949 D
Employee Stock Option (right to buy) $ 14.5 ( 8 ) 01/07/2023 Class A Common Stock 10,938 10,938 D
Employee Stock Option (right to buy) $ 18.8 ( 9 ) 01/07/2024 Class A Common Stock 2,904 2,904 D
Employee Stock Option (right to buy) $ 13.17 ( 10 ) 01/06/2025 Class A Common Stock 10,014 10,014 D
Employee Stock Option (right to buy) $ 15.23 ( 11 ) 01/05/2026 Class A Common Stock 9,145 9,145 D
Employee Stock Option (right to buy) $ 21.5 ( 7 ) 01/05/2022 Class B Common Stock 2,491 2,491 D
Employee Stock Option (right to buy) $ 27.13 ( 8 ) 01/07/2023 Class B Common Stock 1,823 1,823 D
Employee Stock Option (right to buy) $ 34.15 ( 9 ) 01/07/2024 Class B Common Stock 266 266 D
Employee Stock Option (right to buy) $ 35.48 ( 10 ) 01/06/2025 Class B Common Stock 1,669 1,669 D
Employee Stock Option (right to buy) $ 34 ( 11 ) 01/05/2026 Class B Common Stock 1,524 1,524 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hays Michael D.
C/O NATIONAL RESEARCH CORPORATION
1245 "Q" STREET
LINCOLN, NE68508
X X CEO
Signatures
/s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 11/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disclaims beneficial ownership of these shares.
( 2 )This option became fully exercisable on January 5, 2012.
( 3 )This option became fully exercisable on January 4, 2013.
( 4 )This option became fully exercisable on January 5, 2014.
( 5 )This option became fully exercisable on January 5, 2015.
( 6 )This option became fully exercisable on January 5, 2016.
( 7 )This option becomes fully exercisable on January 5, 2017.
( 8 )This option becomes fully exercisable on January 7, 2018.
( 9 )This option becomes fully exercisable on January 7, 2019.
( 10 )This option becomes fully exercisable on January 6, 2020.
( 11 )This option becomes fully exercisable on January 5, 2021.

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