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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Kruger James D (Last) (First) (Middle) 121 SOUTH 13TH STREET SUITE 100 (Street) LINCOLN NE 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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/10/2023
	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	03/10/2023		F		791(1)	D	$90.43(2)	41,786(3)	D
Class A Common Stock	03/10/2023		F		356(1)	D	$90.43(2)	41,430(3)	D
Class A Common Stock	03/10/2023		A		5,473(4)	A	$0	46,903(3)	D
Class A Common Stock	03/10/2023		A		7,683(5)	A	$0	54,586(3)	D
Class A Common Stock	03/10/2023		F		2,255(6)	D	$91.36(7)	52,331(3)	D
Class A Common Stock								13,120(8)	I	By GRAT
Class A Common Stock								13,120(9)	I	By GRAT
Class A Common Stock								10,000(10)	I	By Trust
Class A Common Stock								10,000(11)	I	By Trust
Class A Common Stock								10,000(12)	I	By Trust
Class A Common Stock								45,192(13)	I	By revocable trust
Class A Common Stock								45,000(14)	I	By revocable trust
Class A Common Stock								1,880(15)	I	By spouse

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

Explanation of Responses:

1. These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).

2. Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2023.

3. Includes 3,743 shares issued pursuant to the issuer's Employee Share Purchase Plan. Also includes (i) 1,000 shares held jointly with spouse and (ii) shares distributed to the reporting person by a grantor retained annuity trust ("GRAT") as discussed in footnote (8) below.

4. These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.

5. These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2022 paid in stock, which the reporting person became entitled to receive on March 10, 2023.

6. Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2023 award by the issuer of 7,683 shares of bonus compensation stock.

7. Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for March 1, 2023 through March 7, 2023.

8. Shares held by a GRAT established by the reporting person on September 1, 2021, which reflect an annuity distribution from the trust to the reporting person of 1,880 shares on September 1, 2022. 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.

9. Shares held by a GRAT established by the reporting person's spouse on September 1, 2021, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,880 shares on September 1, 2022. 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.

10. Shares held by a trust for the benefit of an adult 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.

11. Shares held by a trust for the benefit of another adult 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.

12. Shares held by a trust for the benefit of an adult 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.

13. 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.

14. 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.

15. Includes shares distributed to the reporting person's spouse by a GRAT as discussed in footnote (9) above.

	/s/ Audra Hoffschneider, Attorney-in-Fact for James D. Kruger	03/14/2023
	** 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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