Sec Form 4 Filing - JOHNSON JAMES LYNN @ WERNER ENTERPRISES INC - 2019-01-03

Insider filing report for Changes in Beneficial Ownership
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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
JOHNSON JAMES LYNN
2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP - Chief Acctg Officer
(Last) (First) (Middle)
P.O. BOX 45308
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2019
(Street)
OMAHA, NE68145
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
Common Stock 01/03/2019 A V 172.888 A $ 29.5283 64,036.134 D
Common Stock 01/15/2019 A V 38.678 A $ 30.8132 64,074.812 D
Common Stock 04/02/2019 A V 172.351 A $ 34.8318 65,985.163 D
Common Stock 05/07/2019 A V 36.797 A $ 33.3279 66,021.96 D
Common Stock 06/07/2019 A V 1,746.854 A $ 29.3305 67,768.814 D
Common Stock 07/02/2019 A V 164.402 A $ 31.2756 67,933.216 D
Common Stock 07/16/2019 A V 42.903 A $ 32.3261 67,976.119 D
Common Stock 10/02/2019 A V 173.96 A $ 34.5098 68,150.079 D
Common Stock 10/22/2019 A V 38.2 A $ 37.204 68,188.279 D
Common Stock 01/27/2020 A 9,296 ( 1 ) A $ 0 77,484.279 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
JOHNSON JAMES LYNN
P.O. BOX 45308
OMAHA, NE68145
Exec VP - Chief Acctg Officer
Signatures
/s/ James L. Johnson 01/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares earned in connection with the performance-based restricted stock previously granted on February 8, 2017, based upon the level of attainment of the performance objective and the percentage increase in the Company's absolute total shareholder return. These shares shall vest, subject to continued employment, in one installment on February 8, 2020 (3 year afters the grant date).

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