Sec Form 4 Filing - MUHLEISEN ANGIE @ NELNET INC - 2020-06-10

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) 06/10/2020 (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 06/10/2020 G( 1 ) V 10,000 D $ 0 180,109 ( 2 ) D Class A Common Stock 06/10/2020 G( 1 ) V 10,000 A $ 0 10,000 ( 3 ) I By 2020 Dynasty Trust Class A Common Stock 06/10/2020 G( 4 ) V 10,000 D $ 0 2,097,362 ( 5 ) D Class A Common Stock 06/10/2020 G( 4 ) V 10,000 A $ 0 10,000 ( 6 ) I By 2020 Dynasty Trust 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 276,000 ( 8 ) I By Dynasty Trust Class A Common Stock 276,000 ( 9 ) I By Dynasty Trust Class A Common Stock 88,070 ( 10 ) I By trust Class A Common Stock 88,070 ( 11 ) I By trust Class A Common Stock 88,020 ( 12 ) I By trust Class A Common Stock 88,010 ( 13 ) I By trust Class A Common Stock 60,000 ( 14 ) I By GRAT Class A Common Stock 60,000 ( 15 ) I By GRAT Class A Common Stock 60,000 ( 16 ) I By GRAT Class A Common Stock 60,000 ( 17 ) I By GRAT Class A Common Stock 40,000 ( 18 ) I By GRAT Class A Common Stock 40,000 ( 19 ) I By GRAT Class A Common Stock 40,000 ( 20 ) I By GRAT Class A Common Stock 40,000 ( 21 ) I By GRAT Class A Common Stock 40,000 ( 22 ) I By GRAT Class A Common Stock 40,000 ( 23 ) I By GRAT

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 06/11/2020 Signature of Reporting Person Date /s/ Audra Hoffschneider, Attorney-in-Fact for Dan D. Muhleisen 06/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares involved in this transaction were gifted by Angela L. Muhleisen to a Dynasty Trust established by Ms. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. 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. ( 2 )These shares are held by Angela L. Muhleisen, and the number of shares reflects the change in the form of beneficial ownership of 240,000 shares on June 10, 2020 through the contribution of a total of 240,000 shares to grantor retained annuity trusts established by Ms. Muhleisen on June 10, 2020, as discussed in footnotes (18) through (23) and set forth in the line items corresponding thereto. ( 3 )Shares gifted to and held by a Dynasty Trust established by Ms. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. 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. ( 4 )The shares involved in this transaction were gifted by Dan D. Muhleisen, who is the spouse of Angela L. Muhleisen, to a Dynasty Trust established by Mr. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. 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 )These shares are held by Dan D. Muhleisen, and the number of shares reflects the change in the form of beneficial ownership of 240,000 shares on June 10, 2020 through the contribution of a total of 240,000 shares to grantor retained annuity trusts established by Mr. Muhleisen on June 10, 2020, as discussed in footnotes (14) through (17) and set forth in the line items corresponding thereto. ( 6 )Shares gifted to and held by a Dynasty Trust established by Mr. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. 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. ( 7 )These shares are held jointly by Angela L. Muhleisen and Dan D. Muhleisen. ( 8 )Shares gifted to and held by a Dynasty Trust established by the reporting persons in 2012, 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. ( 9 )Shares gifted to and held by a Dynasty Trust established by the reporting persons in 2012, 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. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )On June 10, 2020, Dan D. Muhleisen contributed 60,000 shares to a Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 15 )On June 10, 2020, Dan D. Muhleisen contributed 60,000 shares to a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 16 )On June 10, 2020, Dan D. Muhleisen contributed 60,000 shares to a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 17 )On June 10, 2020, Dan D. Muhleisen contributed 60,000 shares to a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 18 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to an Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 19 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 20 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 21 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 22 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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. ( 23 )On June 10, 2020, Angela L. Muhleisen contributed 40,000 shares to a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020. 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).

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