-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BhXWm9da3D7dYi93Cy8VXSXPiZXSuFavKgzDfbuPA7raKP4KZUTScAB8lA8HeSC6 IribH5W+u7oVp0PoWIfF6Q== 0001005477-07-001381.txt : 20070214 0001005477-07-001381.hdr.sgml : 20070214 20070214172606 ACCESSION NUMBER: 0001005477-07-001381 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BUTTERFIELD STEPHEN F CENTRAL INDEX KEY: 0001269793 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 6991 EAST CAMELBACK ROAD STE B290 CITY: SCOTDALE STATE: AZ ZIP: 85251 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NELNET INC CENTRAL INDEX KEY: 0001258602 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 840748903 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79624 FILM NUMBER: 07622794 BUSINESS ADDRESS: STREET 1: 121 SOUTH 13TH ST STREET 2: STE 201 CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 402-458-2370 MAIL ADDRESS: STREET 1: 121 SOUTH 13TH ST STREET 2: STE 201 CITY: LINCOLN STATE: NE ZIP: 68508 SC 13G/A 1 file001.txt AMENDMENT NUMBER 3 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-102 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nelnet, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 64031N 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) 12/31/2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |_| Rule 13d-1 (c) |X| Rule 13d-1 (d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages CUSIP No. 64031N 10 8 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Butterfield, Stephen F - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Citizenship or place of organization. United States - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 3,868,083 (1) (6) Shared voting power: 2,094,716 (2) (7) Sole dispositive power: 3,868,083 (1) (8) Shared dispositive power: 2,094,716 (2) - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 5,962,799 (3) - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 13.2% - -------------------------------------------------------------------------------- (12) Type of reporting person (see instructions). IN HC - -------------------------------------------------------------------------------- - ---------- (1) Represents 3,868,083 shares of Class B common stock (which are convertible into the same number of shares of Class A common stock at the option of the holder at any time) held by the Stephen F. Butterfield Revocable Living Trust, of which Mr. Butterfield is trustee. Such number of shares of Class B common stock reflects distributions by the Grantor Retained Annuity Trust discussed in footnote (2) below of shares of Class B common stock to Mr. Butterfield and then transfers of such shares from Mr. Butterfield to the Stephen F. Butterfield Revocable Living Trust. Each share of Class A common stock has one vote and each share of Class B common stock has ten votes on all matters to be voted upon by the issuer's shareholders. (2) This amount includes 508,025 shares of Class B common stock (which is convertible into Class A common stock on a one-for-one basis at the option of the holder at any time) held in a Grantor Retained Annuity Trust on behalf of Mr. Butterfield, which reflects distributions by the Trust of shares of Class B common stock to Mr. Butterfield and then transfers of such shares from Mr. Butterfield to the Stephen F. Butterfield Revocable Living Trust. This amount also includes 1,586,691 shares of Class B common stock owned by Union Financial Services, Inc., of which Mr. Butterfield is a director and president and owns 50.0% of the outstanding voting stock. Mr. Butterfield disclaims beneficial ownership of the shares owned by Union Financial Services, Inc., except to the extent of his pecuniary interest therein. (3) All amounts in Items 5-9 are as of December 31, 2006. Page 2 of 4 Pages Item 1(a). Name of Issuer: Nelnet, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 121 South 13th Street Suite 201 Lincoln, Nebraska 68508 Item 2(a). Name of Person Filing: Butterfield, Stephen F Item 2(b). Address or Principal Business Office or, If None, Residence: 121 South 13th Street Suite 201 Lincoln, Nebraska 68508 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Class A Common Stock Item 2(e). CUSIP No.: 64031N 10 8 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d- 1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. |_| Item 4. Ownership (a) Amount beneficially owned: 5,962,799 (b) Percent of class: 13.2 (c) Number of shares as to which such person has: (i) Sole power to direct the vote 3,868,083 (1) (ii) Shared power to direct the vote 2,094,716 (2) (iii) Sole power to dispose or direct the disposition of 3,868,083 (3) (iv) Shared power to dispose or direct the disposition of 2,094,716 (4) Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following |_| Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications N/A - ---------- 1. See Item (5) footnote above 2. See Item (6) footnote above 3. See Item (7) footnote above 4. See Item (8) footnote above Page 3 of 4 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Stephen F. Butterfield Date: 02/14/2007 /s/ William J. Munn Name: William J. Munn Title: Attorney-in-Fact* The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incor porated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----