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*
Hays Michael D.

(Last) (First) (Middle)
C/O NATIONAL RESEARCH CORPORATION
1245 "Q" STREET

(Street)
LINCOLN NE 68508

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NATIONAL RESEARCH CORP [ NRCIA/B ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2013
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 A Common Stock 06/28/2013 S 13,153 D $18 5,823,147 (1) D
Class A Common Stock 375,750 (2) I By Spouse
Class A Common Stock 75 I (3) By Spouse & Daughter Jt
Class B Common Stock 1,806,050 (4) D
Class B Common Stock 62,625 (5) I By Spouse
Class B Common Stock 12 I (3) By Spouse & Daughter Jt
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
Employee Stock Option (right to buy) $4.81 (6) (7) 01/05/2014 Class A Common Stock (6) 54,894 (6) 54,894 (6) D
Employee Stock Option (right to buy) $5.12 (6) (8) 01/05/2016 Class A Common Stock (6) 33,234 (6) 33,234 (6) D
Employee Stock Option (right to buy) $6.62 (6) (9) 01/05/2017 Class A Common Stock (6) 25,068 (6) 25,068 (6) D
Employee Stock Option (right to buy) $7.59 (6) (10) 01/04/2018 Class A Common Stock (6) 21,633 (6) 21,633 (6) D
Employee Stock Option (right to buy) $8.12 (6) (11) 01/05/2019 Class A Common Stock (6) 20,109 (6) 20,109 (6) D
Employee Stock Option (right to buy) $6.29 (6) (12) 01/05/2020 Class A Common Stock (6) 26,481 (6) 26,481 (6) D
Employee Stock Option (right to buy) $9.14 (6) (13) 01/05/2021 Class A Common Stock (6) 17,745 (6) 17,745 (6) D
Employee Stock Option (right to buy) $10.75 (6) (14) 01/05/2022 Class A Common Stock (6) 14,949 (6) 14,949 (6) D
Employee Stock Option (right to buy) $14.5 (6) (15) 01/07/2023 Class A Common Stock (6) 10,938 (6) 10,938 (6) D
Employee Stock Option (right to buy) $12.6 (6) (7) 01/05/2014 Class B Common Stock (6) 9,149 (6) 9,149 (6) D
Employee Stock Option (right to buy) $13.06 (6) (8) 01/05/2016 Class B Common Stock (6) 5,539 (6) 5,539 (6) D
Employee Stock Option (right to buy) $15.31 (6) (9) 01/05/2017 Class B Common Stock (6) 4,178 (6) 4,178 (6) D
Employee Stock Option (right to buy) $16.76 (6) (10) 01/04/2018 Class B Common Stock (6) 3,605 (6) 3,605 (6) D
Employee Stock Option (right to buy) $17.57 (6) (11) 01/05/2019 Class B Common Stock (6) 3,351 (6) 3,351 (6) D
Employee Stock Option (right to buy) $14.82 (6) (12) 01/05/2020 Class B Common Stock (6) 4,413 (6) 4,413 (6) D
Employee Stock Option (right to buy) $19.09 (6) (13) 01/05/2021 Class B Common Stock (6) 2,957 (6) 2,957 (6) D
Employee Stock Option (right to buy) $21.5 (6) (14) 01/05/2022 Class B Common Stock (6) 2,491 (6) 2,491 (6) D
Employee Stock Option (right to buy) $27.13 (6) (15) 01/07/2023 Class B Common Stock (6) 1,823 (6) 1,823 (6) D
Explanation of Responses:
1. Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years.
2. Does not include 375,000 shares of class A common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.
3. The reporting person disclaims beneficial ownership of these shares.
4. Does not include 62,500 shares of class B common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years.
5. Does not include 62,500 shares of class b common stock currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.
6. On May 22, 2013, the Issuer completed a recapitalization pursuant to which it, among other things, issued a stock dividend of three shares of class A common stock for each share of then-existing common stock and reclassified each share of its then-existing common stock as one-half of one share of class B common stock. All fractional shares of class B common stock were cashed-out in the recapitalization. In connection with the recapitalization, the exercise prices of outstanding options were equitably adjusted to prevent the dilution or enlargement of the benefits intended to be provided.
7. This option became fully exercisable on January 5, 2009.
8. This option became fully exercisable on January 5, 2011.
9. This option became fully exercisable on January 5, 2012.
10. This option became fully exercisable on January 4, 2013.
11. This option becomes fully exercisable on January 5, 2014.
12. This option becomes fully exercisable on January 5, 2015.
13. This option becomes fully exercisable on January 5, 2016.
14. This option becomes fully exercisable on January 5, 2017.
15. This option becomes fully exercisable on January 7, 2018.
Remarks:
/s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 07/02/2013
** Signature of Reporting Person Date
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