Sec Form 4 Filing - Michael & Karen Hays Grandchildren's Trust Dated March 9, 2009 @ NATIONAL RESEARCH CORP - 2014-06-05

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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
Michael & Karen Hays Grandchildren's Trust Dated March 9, 2009
2. Issuer Name and Ticker or Trading Symbol
NATIONAL RESEARCH CORP [ NRCIA/B]
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)
BESSEMER TRUST COMPANY OF DELAWARE, N.A., 1007 N. ORANGE ST., SUITE 1450
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2014
(Street)
WILMINGTON, DE19801
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 5,768,000 D
Class B Common Stock 06/05/2014 S 200 D $ 39.58 127,800 D
Class B Common Stock 06/06/2014 S 736 D $ 38.627 127,064 D
Class B Common Stock 06/09/2014 S 1,709 D $ 37.5078 125,355 D
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
Michael & Karen Hays Grandchildren's Trust Dated March 9, 2009
BESSEMER TRUST COMPANY OF DELAWARE, N.A.
1007 N. ORANGE ST., SUITE 1450
WILMINGTON, DE19801
X
Signatures
/s/ Russell E. Ryba, Attorney-in-Fact for Kent E. Endacott, as Special Holdings Direction Adviser 06/09/2014
Signature of Reporting Person Date
/s/ Russell E. Ryba, Attorney-in-Fact for Kent E. Endacott, Special Holdings Direction Adviser under the Michael and Karen Hays Grandchildren's Trust 06/09/2014
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
This Form 3 is being filed by the Michael and Karen Hays Grandchildren's Trust Dated March 9, 2009 and by Kent E. Endacott, as Special Holdings Direction Adviser under the Michael and Karen Hays Grandchildren's Trust Dated March 9, 2009.

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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