Sec Form 4 Filing - Butterfield Shelby J @ NELNET INC - 2020-11-02

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) 11/02/2020 (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)

$ 0 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 11/02/2020 G( 1 ) V 9,366 D $ 0 46,387 ( 2 ) D Class B Common Stock 12/31/2020 G V 46,637 D $ 0 0 ( 3 ) I By GRAT Class B Common Stock 12/31/2020 G V 9,327 ( 4 ) A $ 0 9,327 ( 5 ) I By trust Class B Common Stock 12/31/2020 G V 9,327 ( 6 ) A $ 0 9,327 ( 7 ) I By trust Class B Common Stock 12/31/2020 G V 45,335 D $ 0 0 ( 8 ) I By GRAT Class B Common Stock 12/31/2020 G V 9,067 ( 9 ) A $ 0 18,394 ( 5 ) I By trust Class B Common Stock 12/31/2020 G V 9,067 ( 10 ) A 18,394 ( 7 ) I By trust Class B Common Stock 12/31/2020 G V 45,205 D $ 0 0 ( 11 ) I By GRAT Class B Common Stock 12/31/2020 G V 45,205 A $ 0 91,592 D Class B Common Stock 12/31/2020 G V 46,449 D $ 0 0 ( 12 ) I By GRAT Class B Common Stock 12/31/2020 G V 46,449 A $ 0 138,041 D Class B Common Stock 12/31/2020 G V 6,672 D $ 0 38,291 ( 13 ) I By CLAT Class B Common Stock 210,047 ( 14 ) I By Butterfield GST Exempt Marital Trust Class B Common Stock 507,370 ( 15 ) I By Butterfield GST Non-Exempt Marital Trust Class A Common Stock 510 ( 15 ) I By the Butterfield GST Non-Exempt Marital Trust Class B Common Stock 1,586,691 ( 16 ) I By corporation Class B Common Stock 100,000 ( 17 ) I By GRAT Class B Common Stock 98,079 ( 18 ) I By GRAT Class B Common Stock 87,141 ( 19 ) I By GRAT Class B Common Stock 73,759 ( 20 ) I By GRAT Class B Common Stock 83,186 ( 21 ) I By GRAT Class B Common Stock 87,876 ( 22 ) I By GRAT Class B Common Stock 73,502 ( 23 ) I By GRAT Class B Common Stock 86,845 ( 24 ) I By GRAT Class B Common Stock 13,533 ( 25 ) I By trust Class B Common Stock 13,534 ( 26 ) I By trust Class B Common Stock 29,967 ( 27 ) I By the Estate of Stephen F. Butterfield Class B Common Stock 50,325 ( 28 ) I By trust Class B Common Stock 50,325 ( 29 ) 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 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction involved a gift by the reporting person to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code. ( 2 )Reflects annuity distributions of a total of 34,191 shares to the reporting person on December 18, 2020 from grantor retained annuity trusts ("GRATs") established by the reporting person as discussed in footnotes (3), (8), and (18) through (22) below. ( 3 )Shares were held by a GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 46,637 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 12,817 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person. ( 4 )As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's daughter. ( 5 )Shares held by a trust for the benefit of the reporting person's daughter. ( 6 )As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's son. ( 7 )Shares held by a trust for the benefit of the reporting person's son. ( 8 )Shares were held by a separate GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 45,335 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 9,017 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person. ( 9 )As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's daughter. ( 10 )As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's son. ( 11 )Shares were held by a GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 45,205 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 9,135 shares were transferred to the Estate of Stephen F. Butterfield (the "Butterfield Estate") in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate. ( 12 )Shares were held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 46,449 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 12,938 shares were transferred to the Butterfield Estate in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate. ( 13 )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, which number of shares reflects the gift distribution from the CLAT to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code of 6,672 shares on December 31, 2020, pursuant to the terms of the CLAT. 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. ( 14 )Shares held by the Stephen F. 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. ( 15 )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. ( 16 )Shares held by Union Financial Services, Inc. ("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. ( 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, which reflect an annuity distribution from the trust to the reporting person of 578 shares on December 18, 2020. 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, which reflect an annuity distribution from the trust to the reporting person of 3,170 shares on December 18, 2020. 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 separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 4,191 shares on December 18, 2020. 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 the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 2,604 shares on December 18, 2020. 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 the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 1,814 shares on December 18, 2020. 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, which reflect an annuity distribution from the trust to the Butterfield Estate of 4,435 shares on December 18, 2020. 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 separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflect an annuity distribution from the trust to the Butterfield Estate of 3,454 shares on December 18, 2020. 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. ( 25 )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. ( 26 )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. ( 27 )Shares held by the Butterfield Estate, for which the reporting person is the personal representative, and which number of shares reflects annuity distributions to the Butterfield Estate of a total of 29,962 shares on December 18, 2020 from the GRATs established by Stephen F. Butterfield as discussed in footnotes (11), (12), (23), and (24) above. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein. ( 28 )Shares held by a trust, of which the daughter of the reporting person is the beneficiary. ( 29 )Shares held by a trust, of which the son of the reporting person is the beneficiary.

Remarks: One of two Form 4s filed on January 5, 2021 for the reporting of November 2, 2020 and December 31, 2020 gift 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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