Sec Form 4 Filing - MUHLEISEN ANGIE @ NELNET INC - 2019-06-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
MUHLEISEN ANGIE
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FARMERS & MERCHANTS INVESTMENT INC., 6801 SOUTH 27TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2019
(Street)
LINCOLN, NE68512
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/03/2019 G V 50,500 D $ 0 566,139 ( 1 ) D
Class A Common Stock 06/03/2019 G V 50,500 A $ 0 225,500 ( 2 ) I By Dynasty Trust
Class A Common Stock 06/03/2019 G V 50,500 D $ 0 2,397,862 ( 3 ) D
Class A Common Stock 06/03/2019 G V 50,500 A $ 0 276,000 ( 2 ) I By Dynasty Trust
Class A Common Stock 06/03/2019 G V 50,500 D $ 0 515,639 ( 1 ) D
Class A Common Stock 06/03/2019 G V 50,500 A $ 0 225,500 ( 4 ) I By Dynasty Trust
Class A Common Stock 06/03/2019 G V 50,500 D $ 0 2,347,362 ( 3 ) D
Class A Common Stock 06/03/2019 G V 50,500 A $ 0 276,000 ( 4 ) I By Dynasty Trust
Class A Common Stock 06/17/2019 G( 5 )( 6 ) V 85,530 D $ 0 430,109 ( 1 ) D
Class A Common Stock 52,344 ( 7 ) D
Class A Common Stock 692,885 I By adult daughter
Class A Common Stock 681,538 I By adult son
Class A Common Stock 88,070 ( 8 ) I By trust
Class A Common Stock 88,070 ( 9 ) I By trust
Class A Common Stock 88,020 ( 10 ) I By trust
Class A Common Stock 88,010 ( 11 ) 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
MUHLEISEN ANGIE
C/O FARMERS & MERCHANTS INVESTMENT INC.
6801 SOUTH 27TH STREET
LINCOLN, NE68512
X
Muhleisen Dan D
6321 DOECREEK CIRCLE
LINCOLN, NE68516
X
Signatures
/s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen 06/25/2019
** Signature of Reporting Person Date
/s/ Audra Hoffschneider, Attorney-in-Fact for Dan D. Muhleisen 06/25/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held by Angela L. Muhleisen.
( 2 )Shares gifted to and held by a Dynasty Trust, of which the adult daughter of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.
( 3 )These shares are held by Dan D. Muhleisen, who is the spouse of Angela L. Muhleisen.
( 4 )Shares gifted to and held by a Dynasty Trust, of which the adult son of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.
( 5 )This gift was effected pursuant to a Rule 10b5-1 plan that was entered into by Angela L. Muhleisen on May 14, 2019.
( 6 )Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders 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 significant shareholder does not retain or exercise any discretion over sales or other tranfers of stock under the plan and the pre-planned trades or other 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 significant shareholder may receive.
( 7 )These shares are held jointly by Angela L. Muhleisen and Dan D. Muhleisen.
( 8 )Shares held by the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.
( 9 )Shares held by the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.
( 10 )Shares held by the A. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.
( 11 )Shares held by the Jason D. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.