Sec Form 4 Filing - Butterfield Shelby J @ NELNET INC - 2020-05-27

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 Butterfield Shelby J 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 NELNET, INC., 121 SOUTH 13TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2020 (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 05/20/2020 G V 688,089 ( 1 ) D $ 0 0 I By the Butterfield Family Trust Class B Common Stock 05/20/2020 G V 180,719 ( 1 ) A $ 0 180,719 ( 2 ) I By Butterfield GST Exempt Marital Trust Class B Common Stock 05/20/2020 G V 507,370 ( 1 ) A $ 0 507,370 ( 3 ) I By Butterfield GST Non-Exempt Marital Trust Class B Common Stock 05/20/2020 W V 29,328 ( 4 ) D $ 0 5 ( 5 ) I By the Estate of Stephen F. Butterfield Class B Common Stock 05/20/2020 W V 29,328 ( 4 ) A $ 0 210,047 ( 2 ) I By Butterfield GST Exempt Marital Trust Class B Common Stock 05/20/2020 G V 793,346 ( 6 ) D $ 0 1,586,691 ( 7 ) I By corporation Class B Common Stock 05/20/2020 G V 793,346 ( 6 ) A $ 0 1,586,691 ( 7 ) I By corporation Class A Common Stock 05/20/2020 W V 510 ( 8 ) D $ 0 0 I By the Estate of Stephen F. Butterfield Class A Common Stock 05/20/2020 W V 510 ( 8 ) A $ 0 510 ( 3 ) I By the Butterfield GST Non-Exempt Marital Trust Class B Common Stock 05/27/2020 C 100,000 D 21,562 D Class A Common Stock 05/27/2020 C 100,000 A 100,000 D Class A Common Stock 05/27/2020 S 100,000 ( 10 ) D $ 48.85 ( 11 ) 0 D Class B Common Stock 100,000 ( 12 ) I By GRAT Class B Common Stock 98,657 ( 13 ) I By GRAT Class B Common Stock 90,311 ( 14 ) I By GRAT Class B Common Stock 59,454 ( 15 ) I By GRAT Class B Common Stock 54,352 ( 16 ) I By GRAT Class B Common Stock 77,950 ( 17 ) I By GRAT Class B Common Stock 85,790 ( 18 ) I By GRAT Class B Common Stock 89,690 ( 19 ) I By GRAT Class B Common Stock 54,340 ( 20 ) I By GRAT Class B Common Stock 77,937 ( 21 ) I By GRAT Class B Common Stock 59,387 ( 22 ) I By GRAT Class B Common Stock 90,299 ( 23 ) I By GRAT Class B Common Stock 13,533 ( 24 ) I By trust Class B Common Stock 13,534 ( 25 ) I By trust Class B Common Stock 44,963 ( 26 ) I By CLAT Class B Common Stock 50,325 ( 27 ) I By trust Class B Common Stock 50,325 ( 28 ) I By trust Class B Common Stock 100 I By the reporting person as UTMA custodian for daughter

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 Butterfield Shelby J C/O NELNET, INC. 121 SOUTH 13TH STREET, SUITE 100 LINCOLN, NE68508 X Signatures /s/ Audra Hoffschneider, Attorney-in-Fact for Shelby J. Butterfield 05/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 20, 2020, the Butterfield Family Trust, an estate planning trust for the family of Stephen F. Butterfield, distributed, pursuant to the terms thereof, 180,719 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust and 507,370 shares of Class B common stock to the Stephen F. Butterfield GST Non-Exempt Marital Trust, which trusts were established under the agreement for the Butterfield Family Trust. Such distributions by the Butterfield Family Trust and acquisitions by the Stephen F. Butterfield GST Exempt Marital Trust and the Stephen F. Butterfield GST Non-Exempt Marital Trust were exempt from Section 16(b) under Rule 16b-5. The reporting person reported beneficial ownership of all the shares held by the Butterfield Family Trust, but disclaimed beneficial ownership of the shares held by such trust except to the extent of her pecuniary interest therein. ( 2 )Shares held by the Stephen F. Butterfield GST Exempt Marital Trust (the "Butterfield GST Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports 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 her pecuniary interest therein. ( 3 )Shares held by the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Butterfield GST Non-Exempt Marital Trust"), an estate planning trust for the family of Stephen F. Butterfield. The reporting person reports 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 her pecuniary interest therein. ( 4 )On May 20, 2020, the Estate of Stephen F. Butterfield (the "Butterfield Estate") made a testamentary disposition of 29,328 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5. ( 5 )Shares held by the Butterfield Estate, for which the reporting person is the personal representative. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her 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 Union Financial Services, Inc. ("UFS"). This transaction, which was completed on May 20, 2020, reports the distribution by the Butterfield Family Trust, pursuant to the terms thereof, of its 50% ownership interest in UFS, which holds a total of 1,586,691 shares of the issuer's Class B common stock, to the Butterfield GST Non-Exempt Marital Trust. Such distribution by the Butterfield Family Trust and acquisition by the Butterfield GST Non-Exempt Marital Trust was exempt from Section 16(b) under Rule 16b-5. ( 7 )Shares held by UFS, of which the Butterfield GST Non-Exempt Marital Trust owns 50.0% of the outstanding capital stock and the Executive Chairman of the issuer owns the other 50.0% of the outstanding capital stock. The reporting person reports beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of her pecuniary interest therein. ( 8 )On May 20, 2020, the Butterfield Estate made a testamentary disposition of 510 shares of Class A common stock to the Butterfield GST Non-Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5. The reporting person reports beneficial ownership of all the shares held by the Butterfield Estate and such trust, but disclaims beneficial ownership of the shares held by the Butterfield Estate and such trust except to the extent of her pecuniary interest therein. ( 9 )Shares of the issuer's Class B common stock are convertible at a fixed one-for-one ratio into an equal number of shares of the issuer's Class A common stock at any time at the holder's option. On May 27, 2020, the reporting person converted 100,000 shares of Class B common stock into 100,000 shares of Class A common stock, immediately prior to the issuer's repurchase of such shares of Class A common stock as discussed in footnote (10) below. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16b-6(b). ( 10 )These shares were repurchased by the issuer in a privately negotiated transaction under the issuer's stock repurchase program that was separately approved by the issuer's Board of Directors and separately disclosed by the issuer in a Current Report on Form 8-K filed by the issuer on May 28, 2020. ( 11 )Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on May 27, 2020. ( 12 )Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 13 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 14 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 15 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 16 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 17 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 18 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 19 )Shares held by a separate GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 20 )Shares held by a GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 21 )Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 22 )Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 23 )Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. The reporting person reports 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 her pecuniary interest therein. ( 24 )Shares held by a trust for the benefit of the reporting person's daughter established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018. ( 25 )Shares held by a trust for the benefit of the reporting person's son established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018. ( 26 )Shares held by a charitable lead annuity trust ("CLAT") established by Stephen F. Butterfield, of which CLAT the descendants of the reporting person are included as remainder 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 her pecuniary interest therein. ( 27 )Shares held by a trust, of which the daughter of the reporting person is the beneficiary. ( 28 )Shares held by a trust, of which the son of the reporting person is the beneficiary.

Remarks: One of two Form 4s filed on May 29, 2020 for the reporting of various transactions included in this first Form 4. The second Form 4 includes an additional holding 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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