Sec Form 4 Filing - DUNLAP MICHAEL S @ NELNET INC - 2020-05-12

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) 05/12/2020 (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 05/12/2020 S( 1 ) 1,347,200 D $ 44.57 ( 2 ) 1,600,000 ( 3 ) I By Dunlap Holdings, LLC Class B Common Stock 05/12/2020 P( 1 ) 1,347,200 A $ 44.57 ( 2 ) 1,600,000 ( 3 ) I By Dunlap Holdings, LLC Class A Common Stock 2,009,574 D Class B Common Stock 741 ( 4 ) D Class B Common Stock 5,216 ( 5 ) I By spouse Class B Common Stock 27,500 ( 6 ) I By GRAT Class B Common Stock 27,500 ( 7 ) I By GRAT Class B Common Stock 27,500 ( 8 ) I By GRAT Class B Common Stock 27,500 ( 9 ) I By GRAT Class B Common Stock 27,500 ( 10 ) I By GRAT Class B Common Stock 27,500 ( 11 ) I By GRAT Class B Common Stock 40,000 ( 12 ) I By GRAT Class B Common Stock 40,000 ( 13 ) I By GRAT Class B Common Stock 40,000 ( 14 ) I By GRAT Class B Common Stock 40,000 ( 15 ) I By GRAT Class B Common Stock 40,000 ( 16 ) I By GRAT Class B Common Stock 40,000 ( 17 ) I By GRAT Class B Common Stock 1,586,691 ( 18 ) I By corporation Class B Common Stock 889,660 ( 19 ) 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 ( 20 ) I By Dynasty Trust Class B Common Stock 125,000 ( 21 ) I By Dynasty Trust Class B Common Stock 125,000 ( 22 ) I By Dynasty Trust Class B Common Stock 151,209 ( 23 ) I By trust Class B Common Stock 151,210 ( 24 ) I By trust Class B Common Stock 151,209 ( 25 ) I By trust Class B Common Stock 100 ( 26 ) I By 2019 Dynasty Trust Class B Common Stock 100 ( 27 ) I By 2019 Dynasty 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 05/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All of the shares of Class B common stock 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 and his family. This transaction reports the sales by the reporting person and his spouse of, in the aggregate, an 84.2% interest in Dunlap Holdings, LLC to the 2019 Dynasty Trusts referred to in footnotes (26) and (27) below, in exchange for promissory notes in the aggregate principal amount equal to a valuation of the transferred interests in Dunlap Holdings, LLC. The reporting person continues to report beneficial ownership of all of 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. ( 2 )For a description of this transaction, see footnote (1) above. For purposes of this filing, the reporting person is reporting in column 4 as the price of the securities the closing market price of shares of Class A common stock of the issuer on the date of the transaction. ( 3 )Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. 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. ( 4 )Reflects the change in the form of beneficial ownership of 165,000 shares on May 12, 2020 through the contribution of a total of 165,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person on May 12, 2020, as discussed in footnotes (6) through (11) below and set forth in the line items corresponding thereto. ( 5 )Reflects the change in the form of beneficial ownership of 240,000 shares on May 12, 2020 through the contribution of a total of 240,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person's spouse on May 12, 2020, as discussed in footnotes (12) through (17) below and set forth in the line items corresponding thereto. ( 6 )On May 12, 2020, the reporting person contributed 27,500 shares to a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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. ( 7 )On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 May 12, 2020, the reporting person contributed 27,500 shares to a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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 May 12, 2020, the reporting person's spouse contributed 40,000 shares to a Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to repo rt 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 )On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 )On May 12, 2020, the reporting person's spouse contributed 40,000 shares to a separate Grantor Retained Annuity Trust dated May 12, 2020. 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 Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman 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. ( 19 )Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003. 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 Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person 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 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 a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person 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. ( 23 )Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. ( 24 )Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. ( 25 )Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. ( 26 )Shares held by 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. ( 27 )Shares held by 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.

Remarks: One of two Form 4s filed on May 14, 2020 for the reporting of 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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