Sec Form 4 Filing - DUNLAP MICHAEL S @ NELNET INC - 2019-09-05

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 DUNLAP MICHAEL S 2. Issuer Name and Ticker or Trading Symbol NELNET INC [ NNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman of Board (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2019 (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 B Common Stock 09/05/2019 G( 1 ) V 1,100,000 D $ 0 110,269 ( 2 ) D Class B Common Stock 09/05/2019 G( 1 ) V 1,100,000 A $ 0 1,100,000 I By Dunlap Holdings, LLC Class B Common Stock 09/05/2019 G( 3 ) V 500,000 D $ 0 54,960 I By spouse Class B Common Stock 09/05/2019 G( 3 ) V 500,000 A $ 0 1,600,000 I By Dunlap Holdings, LLC Class B Common Stock 09/06/2019 G( 4 ) V 100 D $ 0 110,169 D Class B Common Stock 09/06/2019 G( 4 ) V 100 A $ 0 100 I By 2019 Dynasty Trust Class B Common Stock 09/06/2019 G( 5 ) V 100 D $ 0 54,860 I By spouse Class B Common Stock 09/06/2019 G( 5 ) V 100 A $ 0 100 I By 2019 Dynasty Trust Class B Common Stock 09/06/2019 G( 6 ) V 252,480 D $ 0 1,600,000 I By Dunlap Holdings, LLC Class B Common Stock 09/06/2019 G( 6 ) V 252,480 A $ 0 1,600,000 I By Dunlap Holdings, LLC Class A Common Stock 2,049,574 D Class B Common Stock 889,660 ( 7 ) I By GRAT Class B Common Stock 399,248 ( 8 ) I By GRAT Class B Common Stock 486,552 ( 9 ) I By GRAT Class B Common Stock 330,327 ( 10 ) I By GRAT Class B Common Stock 398,029 ( 11 ) I By GRAT Class B Common Stock 1,586,691 ( 12 ) I By corporation Class B Common Stock 343,535 ( 13 ) I By GRAT Class B Common Stock 461,470 ( 14 ) I By GRAT Class B Common Stock 493,366 ( 15 ) I By GRAT Class B Common Stock 305,121 ( 16 ) I By GRAT Class B Common Stock 404,298 ( 17 ) I By GRAT Class B Common Stock 437,250 ( 18 ) I By GRAT Class A Common Stock 4,160 I By adult son Class A Common Stock 1,983 I By adult son Class A Common Stock 1,215 I By adult son Class B Common Stock 125,000 ( 19 ) I By Dynasty Trust Class B Common Stock 125,000 ( 20 ) I By Dynasty Trust Class B Common Stock 125,000 ( 21 ) I By Dynasty Trust Class B Common Stock 151,209 ( 22 ) 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 DUNLAP MICHAEL S 121 SOUTH 13TH STREET SUITE 100 LINCOLN, NE68508 X X Executive Chairman of Board Signatures /s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap 09/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. ( 2 )Includes shares distributed to the reporting person in an annuity distribution by a grantor retained annuity trust as discussed in footnote (7) below. ( 3 )The reporting person's spouse gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. ( 4 )The shares involved in this transaction were gifted by the reporting person to a Dynasty Trust established by the reporting person in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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 )The shares involved in this transaction were gifted by the reporting person's spouse to a Dynasty Trust established by the reporting person's spouse in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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 )All of the shares of the issuer underlying this transaction are and continue to be owned, without any change in the number thereof, by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. This transaction reports gifts by the reporting person and his spouse of, in the aggregate, a 15.78% interest, subject to possible future adjustment based on the final valuation of the interest, in Dunlap Holdings, LLC to the 2019 Dynasty Trusts referred to in footnotes (4) and (5) above. The reporting person continues to report beneficial ownership of all the shares of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein. ( 7 )Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 8,970 shares on August 27, 2019. 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 )Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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. ( 9 )Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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. ( 10 )Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 )Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman and president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein. ( 13 )Shares held by a Grantor Retained Annuity Trust dated October 13, 2015. 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 separate Grantor Retained Annuity Trust dated October 13, 2015. 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 separate Grantor Retained Annuity Trust dated October 13, 2015. 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 separate Grantor Retained Annuity Trust dated October 13, 2015. 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. ( 17 )Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. 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. ( 18 )Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015. 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. ( 19 )Shares held by a Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial beneficiary. 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. ( 20 )Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial beneficiary. 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. ( 21 )Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial beneficiary. 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. ( 22 )Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person and his spouse is the beneficiary.

Remarks: One of two Form 4s filed on September 13, 2019 for the reporting of September 5, 2019 and September 6, 2019 gift transactions included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.

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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