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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DUNLAP MICHAEL S (Last) (First) (Middle) 121 SOUTH 13TH STREET SUITE 100 (Street) LINCOLN NE 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Chairman of Board
	3. Date of Earliest Transaction (Month/Day/Year) 10/15/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	10/15/2015		G	V	1,300,000	D	$0	662,953(1)	D
Class B Common Stock	10/15/2015		G	V	1,300,000	A	$0	1,000(2)	I	By spouse
Class A Common Stock								2,099,574	D
Class B Common Stock								368,250(3)	I	By GRAT
Class B Common Stock								480,500(4)	I	By GRAT
Class B Common Stock								326,150(5)	I	By GRAT
Class B Common Stock								424,700(6)	I	by GRAT
Class B Coomon Stock								457,550(7)	I	By GRAT
Class B Common Stock								500,000(8)	I	By GRAT
Class B Common Stock								946,610(9)	I	By GRAT
Class B Common Stock								500,000(10)	I	By GRAT
Class B Common Stock								500,000(11)	I	By GRAT
Class B Common Stock								500,000(12)	I	By GRAT
Class B Common Stock								500,000(13)	I	Bt GRAT
Class B Common Stock								500,000(14)	I	By GRAT
Class B Common Stock								500,000(15)	I	By GRAT
Class B Common Stock								1,586,691(16)	I	By corporation
Class A Common Stock								52,675	I	By spouse
Class A Common Stock								4,160	I	By son
Class A Common Stock								1,983	I	As UTMA custodian for son
Class A Common Stock								1,215	I	As UTMA custodian for son
Class B Common Stock								125,000(17)	I	By Dynasty Trust
Class B Common Stock								125,000(18)	I	By Dynasty trust
Class B Common Stock								125,000(19)	I	By Dynasty Trust
Class B Common Stock								100	I	By son
Class B Common Stock								100	I	By spouse as UTMA custodian for son
Class B Common Stock								100	I	By spouse as UTMA custodian for son

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes shares distributed from grantor retained annuity trusts as discussed in footnotes (3)-(7) below.

2. Reflects the subsequent change in the form of beneficial ownership of 3,000,000 shares on October 16, 2015 through the contribution of a total of 3,000,000 shares of Class B common stock to grantor retained annuity trusts established by the reporting person's spouse on October 16, 2015, as discussed in footnotes (10) through (15) below and set forth in the line items corresponding thereto.

3. Shares held by the Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 49,600 shares on December 19, 2014. 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 interest therein.

4. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 12,300 shares on December 19, 2014. 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 interest therein.

5. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 51,300 shares on December 19, 2014. 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 interest therein.

6. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 24,900 shares on December 19, 2014. 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 interest therein.

7. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflects the distribution and transfer from the trust to the reporting person of 16,050 shares on December 19, 2014. 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 interest therein.

8. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. 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 interest therein.

9. Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflects the distribution and transfer from the trust to the reporting person of 14,050 shares and 21,600 shares on August 27, 2014 and August 27, 2015, respectively. 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 interest therein.

10. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

11. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

12. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

13. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

14. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

15. On October 16, 2015, the reporting person's spouse contributed 500,000 shares to a separate Grantor Retained Annuity Trust dated October 16, 2015. 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 interest therein.

16. Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein.

17. Shares held by a Dynasty Trust, of which a son of the reporting person is the initial 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 interest therein.

18. Shares held by a Dynasty Trust, of which a son of the reporting person is the initial 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 interest therein.

19. Shares held by a Dynasty Trust, of which a son of the reporting person is the initial 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 interest therein.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Bobbi Millwood, Attorney-in-Fact for Michael S. Dunlap	11/10/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.