SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOORDHOEK JEFFREY R

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET

SUITE 201

(Street)

LINCOLN

68508

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/Executive Director

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		70,355	D	$10	562,901	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		163	D	$10.01	562,738	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$10.015	562,638	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		300	D	$10.02	562,338	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		1,000	D	$10.025	561,338	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		500	D	$10.03	560,838	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$10.035	560,738	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		28	D	$10.04	560,710	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,100	D	$10.05	557,610	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$10.055	557,510	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		2,600	D	$10.06	554,910	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,000	D	$10.065	551,910	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		7,854	D	$10.07	544,056	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		1,200	D	$10.075	542,856	I⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,100	D	$10.08	539,756	I⁽³⁾	By trust
Class A Common Stock	04/14/2009		S⁽¹⁾⁽²⁾		200	D	$10	539,556	I⁽³⁾	By trust
Class A Common Stock								54,653⁽⁴⁾	D
Class A Common Stock								25,799	I⁽⁵⁾	By trust
Class A Common Stock								243,943	I⁽⁶⁾	By GRAT

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were sold by the Jeffrey R. Noordhoek Living Trust pursuant to a Rule 10b5-1 Sales Plan (the "Plan") entered into on December 16, 2008. The Plan provides for the sale of up to a maximum of 200,000 shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date of March 17, 2010. To the extent any future sales occur pursuant to the Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission. The Jeffrey R. Noordhoek Living Trust is selling the shares for diversification and estate planning purposes.

2. Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive.

3. Shares held by the Jeffrey R. Noordhoek Living Trust, which is a revocable trust for the benefit of the reporting person and his spouse and dependents.

4. Includes 4,409 shares issued pursuant to the issuer's Employee Share Purchase Plan.

5. Shares held by The Noordhoek Charitable Remainder Unitrust I, of which the reporting person is the sole noncharitable beneficiary. 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 his pecuniary interests therein.

6. Shares held by the Jeffrey Noordhoek 2003 Grantor Retained Annuity Trust. 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 his pecuniary interests therein.

	/s/ Angie R. Miller, Attorney-in-Fact for Jeffrey R. Noordhoek	04/15/2009
	** Signature of Reporting Person	Date
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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