Sec Form 4 Filing - MUHLEISEN ANGIE @ NELNET INC - 2021-06-16

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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)
06/16/2021
(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 06/16/2021G( 1 )V 1,000,000 D $ 0 1,134,994 ( 2 ) D
Class A Common Stock 06/16/2021G( 1 )V 1,000,000 A $ 0 1,194,063 ( 3 ) D
Class A Common Stock 52,344 ( 4 ) 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 ( 5 ) I By Dynasty Trust
Class A Common Stock 276,000 ( 6 ) I By Dynasty Trust
Class A Common Stock 88,070 ( 7 ) I By trust
Class A Common Stock 88,070 ( 8 ) I By trust
Class A Common Stock 88,020 ( 9 ) I By trust
Class A Common Stock 88,010 ( 10 ) I By trust
Class A Common Stock 52,049 ( 11 ) I By GRAT
Class A Common Stock 54,784 ( 12 ) I By GRAT
Class A Common Stock 46,553 ( 13 ) I By GRAT
Class A Common Stock 48,982 ( 14 ) I By GRAT
Class A Common Stock 34,693 ( 15 ) I By GRAT
Class A Common Stock 36,516 ( 16 ) I By GRAT
Class A Common Stock 37,441 ( 17 ) I By GRAT
Class A Common Stock 39,173 ( 18 ) I By GRAT
Class A Common Stock 38,357 ( 19 ) I By GRAT
Class A Common Stock 39,866 ( 20 ) I By GRAT
Class A Common Stock 10,000 ( 21 ) I By 2020 Dynasty Trust
Class A Common Stock 10,000 ( 22 ) I By 2020 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
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. Muhleisen06/22/2021
** Signature of Reporting Person Date
/s/ Audra Hoffschneider, Attorney-in-Fact for Dan D. Muhleisen06/22/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 16, 2021, Dan D. Muhleisen gifted 1,000,000 shares to his spouse Angela L. Muhleisen. Such gift was made for estate planning purposes.
( 2 )These shares are held by Dan D. Muhleisen, and include shares distributed to Mr. Muhleisen by grantor retained annuity trusts as discussed in footnotes (11) through (14) below.
( 3 )These shares are held by Angela L. Muhleisen, and include shares distributed to Ms. Muhleisen by grantor retained annuity trusts as discussed in footnotes (15) through (20) below.
( 4 )These shares are held jointly by Angela L. Muhleisen and Dan D. Muhleisen.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )Shares held by a Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Mr. Muhleisen of 7,951 shares on June 10, 2021. 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 a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Mr. Muhleisen of 5,216 shares on June 10, 2021. 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 a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Mr. Muhleisen of 13,447 shares on June 10, 2021. 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 )Shares held by a separate Dan D. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Mr. Muhleisen of 11,018 shares on June 10, 2021. 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 )Shares held by an Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 5,307 shares on June 10, 2021. 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 )Shares held by a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 3,484 shares on June 10, 2021. 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 )Shares held by a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 2,559 shares on June 10, 2021. 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 )Shares held by a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 827 shares on June 10, 2021. 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 )Shares held by a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 1,643 shares on June 10, 2021. 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 )Shares held by a separate Angela L. Muhleisen Grantor Retained Annuity Trust dated June 10, 2020, which reflect an annuity distribution from the trust to Ms. Muhleisen of 134 shares on June 10, 2021. 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 )Shares 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.
( 22 )Shares 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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