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Filing Details

Accession Number:: 0001437749-20-012055
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-29 16:09:42
Reporting Period:: 2020-05-27

Accepted Time:: 2020-05-29 16:09:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1258602	Nelnet Inc	NNI	Personal Credit Institutions (6141)	840748903

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1808121	J Shelby Butterfield	C/O Nelnet, Inc. 121 South 13Th Street, Suite 100 Lincoln NE 68508		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2020-05-20	688,089	$0.00	0	No	5	G	Indirect	By the Butterfield Family Trust
Class B Common Stock	Acquisiton	2020-05-20	180,719	$0.00	180,719	No	5	G	Indirect	By Butterfield GST Exempt Marital Trust
Class B Common Stock	Acquisiton	2020-05-20	507,370	$0.00	507,370	No	5	G	Indirect	By Butterfield GST Non-Exempt Marital Trust
Class B Common Stock	Disposition	2020-05-20	29,328	$0.00	5	No	5	W	Indirect	By the Estate of Stephen F. Butterfield
Class B Common Stock	Acquisiton	2020-05-20	29,328	$0.00	210,047	No	5	W	Indirect	By Butterfield GST Exempt Marital Trust
Class B Common Stock	Disposition	2020-05-20	793,346	$0.00	1,586,691	No	5	G	Indirect	By corporation
Class B Common Stock	Acquisiton	2020-05-20	793,346	$0.00	1,586,691	No	5	G	Indirect	By corporation
Class A Common Stock	Disposition	2020-05-20	510	$0.00	0	No	5	W	Indirect	By the Estate of Stephen F. Butterfield
Class A Common Stock	Acquisiton	2020-05-20	510	$0.00	510	No	5	W	Indirect	By the Butterfield GST Non-Exempt Marital Trust
Class B Common Stock	Disposition	2020-05-27	100,000	$0.00	21,562	No	4	C	Direct
Class A Common Stock	Acquisiton	2020-05-27	100,000	$0.00	100,000	No	4	C	Direct
Class A Common Stock	Disposition	2020-05-27	100,000	$48.85	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	By the Butterfield Family Trust
No	5	G	Indirect	By Butterfield GST Exempt Marital Trust
No	5	G	Indirect	By Butterfield GST Non-Exempt Marital Trust
No	5	W	Indirect	By the Estate of Stephen F. Butterfield
No	5	W	Indirect	By Butterfield GST Exempt Marital Trust
No	5	G	Indirect	By corporation
No	5	G	Indirect	By corporation
No	5	W	Indirect	By the Estate of Stephen F. Butterfield
No	5	W	Indirect	By the Butterfield GST Non-Exempt Marital Trust
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	100,000	Indirect	By GRAT
Class B Common Stock	98,657	Indirect	By GRAT
Class B Common Stock	90,311	Indirect	By GRAT
Class B Common Stock	59,454	Indirect	By GRAT
Class B Common Stock	54,352	Indirect	By GRAT
Class B Common Stock	77,950	Indirect	By GRAT
Class B Common Stock	85,790	Indirect	By GRAT
Class B Common Stock	89,690	Indirect	By GRAT
Class B Common Stock	54,340	Indirect	By GRAT
Class B Common Stock	77,937	Indirect	By GRAT
Class B Common Stock	59,387	Indirect	By GRAT
Class B Common Stock	90,299	Indirect	By GRAT
Class B Common Stock	13,533	Indirect	By trust
Class B Common Stock	13,534	Indirect	By trust
Class B Common Stock	44,963	Indirect	By CLAT
Class B Common Stock	50,325	Indirect	By trust
Class B Common Stock	50,325	Indirect	By trust
Class B Common Stock	100	Indirect	By the reporting person as UTMA custodian for daughter

Footnotes

On May 20, 2020, the Butterfield Family Trust, an estate planning trust for the family of Stephen F. Butterfield, distributed, pursuant to the terms thereof, 180,719 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust and 507,370 shares of Class B common stock to the Stephen F. Butterfield GST Non-Exempt Marital Trust, which trusts were established under the agreement for the Butterfield Family Trust. Such distributions by the Butterfield Family Trust and acquisitions by the Stephen F. Butterfield GST Exempt Marital Trust and the Stephen F. Butterfield GST Non-Exempt Marital Trust were exempt from Section 16(b) under Rule 16b-5. The reporting person reported beneficial ownership of all the shares held by the Butterfield Family Trust, but disclaimed beneficial ownership of the shares held by such trust except to the extent of her pecuniary interest therein.
Shares held by the Stephen F. Butterfield GST Exempt Marital Trust (the "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.
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.
On May 20, 2020, the Estate of Stephen F. Butterfield (the "Butterfield Estate") made a testamentary disposition of 29,328 shares of Class B common stock to the Stephen F. Butterfield GST Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5.
Shares held by the Butterfield Estate, for which the reporting person is the personal representative. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein.
All of the shares of the issuer underlying this transaction are and continue to be owned, without any change in the number thereof, by Union Financial Services, Inc. ("UFS"). This transaction, which was completed on May 20, 2020, reports the distribution by the Butterfield Family Trust, pursuant to the terms thereof, of its 50% ownership interest in UFS, which holds a total of 1,586,691 shares of the issuer's Class B common stock, to the Butterfield GST Non-Exempt Marital Trust. Such distribution by the Butterfield Family Trust and acquisition by the Butterfield GST Non-Exempt Marital Trust was exempt from Section 16(b) under Rule 16b-5.
Shares held by 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.
On May 20, 2020, the Butterfield Estate made a testamentary disposition of 510 shares of Class A common stock to the Butterfield GST Non-Exempt Marital Trust, which disposition from the Butterfield Estate and which acquisition by such trust was exempt from Section 16(b) under Rule 16b-5. The reporting person reports beneficial ownership of all the shares held by the Butterfield Estate and such trust, but disclaims beneficial ownership of the shares held by the Butterfield Estate and such trust except to the extent of her pecuniary interest therein.
Shares of the issuer's Class B common stock are convertible at a fixed one-for-one ratio into an equal number of shares of the issuer's Class A common stock at any time at the holder's option. On May 27, 2020, the reporting person converted 100,000 shares of Class B common stock into 100,000 shares of Class A common stock, immediately prior to the issuer's repurchase of such shares of Class A common stock as discussed in footnote (10) below. Such conversion of convertible common stock at a fixed ratio was exempt from Section 16(b) under Rule 16b-6(b).
These shares were repurchased by the issuer in a privately negotiated transaction under the issuer's stock repurchase program that was separately approved by the issuer's Board of Directors and separately disclosed by the issuer in a Current Report on Form 8-K filed by the issuer on May 28, 2020.
Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on May 27, 2020.
Shares held by a grantor retained annuity trust ("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.
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.
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.
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.
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.
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.
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.
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.
Shares held by a GRAT established by Stephen F. Butterfield 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.
Shares held by a separate GRAT established by Stephen F. Butterfield 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.
Shares held by a separate GRAT established by Stephen F. Butterfield 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.
Shares held by a separate GRAT established by Stephen F. Butterfield 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.
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.
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.
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. 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.
Shares held by a trust, of which the daughter of the reporting person is the beneficiary.
Shares held by a trust, of which the son of the reporting person is the beneficiary.