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^*

Tewes Timothy

(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)
	Executive Director

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2009

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	11/16/2009		S⁽¹⁾		2,000	D	$16.1	46,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		1,000	D	$16.16	45,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		1,000	D	$16.18	44,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		1,000	D	$16.181	43,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		4,000	D	$16.1925	39,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		4,000	D	$16.2	35,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		3,700	D	$16.21	31,943⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		3,300	D	$16.22	28,643⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		7,500	D	$16.25	21,143⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		6,000	D	$16.27	15,143⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		6,000	D	$16.28	9,143⁽²⁾	D
Class A Common Stock	11/16/2009		S⁽¹⁾		500	D	$16.32	8,643⁽²⁾	D
Class A Common Stock								2,096⁽³⁾	I	By 401(k) plan

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 reporting person pursuant to a Rule 10b5-1 Sales Plan (the "Plan") entered into on November 11, 2009, which Plan is essentially identical to a previous plan by the reporting person except that the executing broker was changed. The Plan was for the sale of a total of 40,000 shares, and has been completed through the sales reported herein.

2. Includes 1,492 shares issued pursuant to the issuer's Employee Share Purchase Plan, which reflects the issuance of 708 shares under the Employee Share Purchase Plan since May 4, 2009.

3. The reporting person has acquired a total of 522 shares under the issuer's 401(k) plan since May 4, 2009.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Angie R. Miller, Attorney-in-Fact for Timothy Tewes	11/18/2009
	** 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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