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^*

HEIMES TERRY J

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET

SUITE 100

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

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	03/28/2024		G⁽¹⁾		4,840	D	$0	0⁽²⁾	I	By GRAT
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$0	6,210⁽³⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$0	6,210⁽⁴⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$0	6,210⁽⁵⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽¹⁾		1,210	A	$0	6,210⁽⁶⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		4,840	D	$0	0⁽⁸⁾	I	By GRAT
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$0	7,420⁽³⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$0	7,420⁽⁴⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$0	7,420⁽⁵⁾	I	By trust
Class A Common Stock	03/28/2024		G⁽⁷⁾		1,210	A	$0	7,420⁽⁶⁾	I	By trust
Class A Common Stock								27,694⁽²⁾	D
Class A Common Stock								5,247⁽⁸⁾	I	By spouse
Class A Common Stock								130,329⁽⁹⁾	I	By revocable trust
Class A Common Stock								50,000⁽¹⁰⁾	I	By revocable trust

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. Represents the transfer of shares upon the termination of a grantor retained annuity trust ("GRAT") established by the reporting person on March 11, 2020 (the "Reporting Person GRAT"). The shares were transferred to the trusts described in footnotes (3) through (6) below.

2. The number of shares reflects an annuity distribution from the Reporting Person GRAT to the reporting person of 1,630 shares on March 15, 2024.

3. Shares held by a trust for the benefit of a son of the reporting person. 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 trust for the benefit of another son of the reporting person. 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 trust for the benefit of another son of the reporting person. 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 trust for the benefit of the daughter of the reporting person. 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. Represents the transfer of shares upon the termination of a GRAT established by the reporting person's spouse on March 11, 2020 (the "Spouse GRAT"). The shares were transferred to the trusts described in footnotes (3) through (6) above.

8. The number of shares reflects an annuity distribution from the Spouse GRAT to the reporting person's spouse of 1,630 shares on March 15, 2024.

9. Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.

10. Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Terry J. Heimes	04/01/2024
	** 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.