Sec Form 4 Filing - Hays Michael D. @ NATIONAL RESEARCH CORP - 2013-06-04

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 Hays Michael D. 2. Issuer Name and Ticker or Trading Symbol NATIONAL RESEARCH CORP [ NRCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O NATIONAL RESEARCH CORPORATION, 1245 "Q" STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2013 (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 A Common Stock ( 1 ) 06/04/2013 S( 2 ) 5,000,000 ( 1 ) D $ 14.15 5,836,300 ( 3 ) ( 1 ) D Class A Common Stock ( 1 ) 375,750 ( 4 ) ( 1 ) I By Spouse Class A Common Stock ( 1 ) 75 ( 1 ) I ( 5 ) By Spouse & Daughter Jt Class B Common Stock ( 1 ) 1,806,050 ( 1 ) ( 6 ) D Class B Common Stock ( 1 ) 62,625 ( 1 ) ( 7 ) I By Spouse Class B Common Stock ( 1 ) 12 ( 1 ) I ( 5 ) By Spouse & Daughter Jt

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 Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN, NE68508 X X CEO Signatures /s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 06/06/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 22, 2013, the Issuer completed a recapitalization pursuant to which it, among other things, issued a stock dividend of three shares of class A common stock for each share of then-existing common stock and reclassified each share of its then-existing common stock as one-half of one share of class B common stock. All fractional shares of class B common stock were cashed-out in the recapitalization. ( 2 )Shares were sold to The Michael and Karen Hays Grandchildren's Trust Dated March 9, 2009 in return for a promissory note. ( 3 )Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years. ( 4 )Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years. ( 5 )The reporting person disclaims beneficial ownership of these shares. ( 6 )Does not include 62,500 shares of class B common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years. ( 7 )Does not include 62,500 shares of class B common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.

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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