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^*

Hays Michael D.

(Last)

(First)

(Middle)

C/O NATIONAL RESEARCH CORPORATION

1245 "Q" STREET

(Street)

LINCOLN

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)
03/30/2015

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)
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								5,708,377⁽¹⁾	D
Class A Common Stock								283,485⁽²⁾	I	By Spouse
Class A Common Stock								75	I⁽³⁾	By Spouse & Daughter Jt
Class B Common Stock	03/30/2015		S		857	D	$32.5	1,838,931	D
Class B Common Stock								125,125	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)
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)
Employee Stock Option (right to buy)	$5.12							⁽⁴⁾	01/05/2016	Class A Common Stock	33,234		33,234	D
Employee Stock Option (right to buy)	$6.62							⁽⁵⁾	01/05/2017	Class A Common Stock	25,068		25,068	D
Employee Stock Option (right to buy)	$7.59							⁽⁶⁾	01/04/2018	Class A Common Stock	21,633		21,633	D
Employee Stock Option (right to buy)	$8.12							⁽⁷⁾	01/05/2019	Class A Common Stock	20,109		20,109	D
Employee Stock Option (right to buy)	$6.29							⁽⁸⁾	01/05/2020	Class A Common Stock	26,481		26,481	D
Employee Stock Option (right to buy)	$9.14							⁽⁹⁾	01/05/2021	Class A Common Stock	17,745		17,745	D
Employee Stock Option (right to buy)	$10.75							⁽¹⁰⁾	01/05/2022	Class A Common Stock	14,949		14,949	D
Employee Stock Option (right to buy)	$14.5							⁽¹¹⁾	01/07/2023	Class A Common Stock	10,938		10,938	D
Employee Stock Option (right to buy)	$18.8							⁽¹²⁾	01/07/2024	Class A Common Stock	2,904		2,904	D
Employee Stock Option (right to buy)	$13.17							⁽¹³⁾	01/06/2025	Class A Common Stock	10,014		10,014	D
Employee Stock Option (right to buy)	$13.06							⁽⁴⁾	01/05/2016	Class B Common Stock	5,539		5,539	D
Employee Stock Option (right to buy)	$15.31							⁽⁵⁾	01/05/2017	Class B Common Stock	4,178		4,178	D
Employee Stock Option (right to buy)	$16.76							⁽⁶⁾	01/04/2018	Class B Common Stock	3,605		3,605	D
Employee Stock Option (right to buy)	$17.57							⁽⁷⁾	01/05/2019	Class B Common Stock	3,351		3,351	D
Employee Stock Option (right to buy)	$14.82							⁽⁸⁾	01/05/2020	Class B Common Stock	4,413		4,413	D
Employee Stock Option (right to buy)	$19.09							⁽⁹⁾	01/05/2021	Class B Common Stock	2,957		2,957	D
Employee Stock Option (right to buy)	$21.5							⁽¹⁰⁾	01/05/2022	Class B Common Stock	2,491		2,491	D
Employee Stock Option (right to buy)	$27.13							⁽¹¹⁾	01/07/2023	Class B Common Stock	1,823		1,823	D
Employee Stock Option (right to buy)	$34.15							⁽¹²⁾	01/07/2024	Class B Common Stock	266		266	D
Employee Stock Option (right to buy)	$35.48							⁽¹³⁾	01/06/2025	Class B Common Stock	1,669		1,669	D

Explanation of Responses:

1. Does not include 467,265 shares of class A common stock currently held in certain GRAT agreements, all or a portion of which will be returned to Mr. Hays over the next two years.

2. Does not include 467,265 shares of class A common stock currently held in certain GRAT agreements, 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. This option became fully exercisable on January 5, 2011.

5. This option became fully exercisable on January 5, 2012.

6. This option became fully exercisable on January 4, 2013.

7. This option became fully exercisable on January 5, 2014.

8. This option became fully exercisable on January 5, 2015.

9. This option becomes fully exercisable on January 5, 2016.

10. This option becomes fully exercisable on January 5, 2017.

11. This option becomes fully exercisable on January 7, 2018.

12. This option becomes fully exercisable on January 7, 2019.

13. This option becomes fully exercisable on January 6, 2020.

Remarks:

	/s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays	04/01/2015
	** 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).
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