X0303 4 2010-01-04 0001258602 NELNET INC NNI 0001269812 MUHLEISEN ANGIE C/O FARMERS & MERCHANTS INVESTMENT INC. 6801 SOUTH 27TH STREET LINCOLN NE 68512 1 Class A Common Stock 2010-01-04 4 S 0 450.0000 17.2800 D 636645.0000 I By son Class A Common Stock 2010-01-04 4 S 0 600.0000 17.2900 D 636045.0000 I By son Class A Common Stock 2010-01-04 4 S 0 528.5000 17.3000 D 635516.5000 I By son Class A Common Stock 2010-01-04 4 S 0 500.0000 17.3100 D 635016.5000 I By son Class A Common Stock 2010-01-04 4 S 0 150.0000 17.3200 D 634866.5000 I By son Class A Common Stock 2010-01-04 4 S 0 571.5000 17.3300 D 634295.0000 I By son Class A Common Stock 2010-01-04 4 S 0 193.5000 17.3400 D 634101.5000 I By son Class A Common Stock 2010-01-04 4 S 0 50.0000 17.3500 D 634051.5000 I By son Class A Common Stock 2010-01-04 4 S 0 306.5000 17.3600 D 633745.0000 I By son Class A Common Stock 2010-01-04 4 S 0 250.0000 17.3700 D 633495.0000 I By son Class A Common Stock 2010-01-04 4 S 0 400.0000 17.3800 D 633095.0000 I By son Class A Common Stock 2010-01-04 4 S 0 600.0000 17.3900 D 632495.0000 I By son Class A Common Stock 2010-01-04 4 S 0 300.0000 17.4000 D 632195.0000 I By son Class A Common Stock 2010-01-04 4 S 0 200.0000 17.4100 D 631995.0000 I By son Class A Common Stock 2010-01-04 4 S 0 200.0000 17.4200 D 631795.0000 I By son Class A Common Stock 2010-01-04 4 S 0 150.0000 17.4300 D 631645.0000 I By son Class A Common Stock 2010-01-04 4 S 0 100.0000 17.4400 D 631545.0000 I By son Class A Common Stock 2010-01-04 4 S 0 100.0000 17.4500 D 631445.0000 I By son Class A Common Stock 2010-01-04 4 S 0 850.0000 17.4700 D 630595.0000 I By son Class A Common Stock 2010-01-04 4 S 0 650.0000 17.4800 D 629945.0000 I By son Class A Common Stock 2010-01-04 4 S 0 100.0000 17.4900 D 629845.0000 I By son Class A Common Stock 2010-01-04 4 S 0 50.0000 17.5100 D 629795.0000 I By son Class A Common Stock 2010-01-04 4 S 0 50.0000 17.5200 D 629745.0000 I By son Class A Common Stock 2682904.0000 D Class A Common Stock 404500.0000 I By corporation Class A Common Stock 505310.0000 I By GRAT Class A Common Stock 505310.0000 I By GRAT Class A Common Stock 1195690.0000 I By spouse These shares were sold by the reporting person as custodian for Jason Muhleisen under the Nebraska Uniform Transfers to Minors Act pursuant to a Rule 10b5-1 Sales Plan (the "J.M. Plan") entered into on September 15, 2009, which provides for the sale of shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date of December 15, 2010. To the extent any future sales occur pursuant to the J.M. Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission. Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the shareholder does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan. These shares include 88,864 shares that the reporting person holds jointly with her spouse. Shares held by Farmers & Merchants Investment Inc. ("F&M"), of which the reporting person is a director, executive officer and owns or controls 36.1% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by F&M, but disclaims beneficial ownership of the shares held by F&M except to the extent of her pecuniary interests therein. Shares held by the Angela L. Muhleisen Grantor Retained Annuity Trust dated 8/29/2003. 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 her pecuniary interests therein. Shares held by the Dan D. Muhleisen Grantor Retained Annuity Trust dated 8/29/2003. 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 her pecuniary interests therein. This is the second of two Forms 4 that are being filed for Angela L. Muhleisen for transactions made on January 4, 2010. /s/ Angie R. Miller, Attorney-in-Fact for Angela L. Muhleisen 2010-01-06