X0306 4 2013-05-17 0 0000070487 NATIONAL RESEARCH CORP NRCI 0001053133 Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN NE 68508 1 1 1 0 CEO Common Stock 2013-05-17 4 S 0 2000 60.2748 D 3611476 D Common Stock 125250 I By Spouse Common Stock 25 I By Spouse & Daughter Jt Employee Stock Option (right to buy) 16.1 2014-01-05 Common Stock 18298 18298 D Employee Stock Option (right to buy) 17.25 2016-01-05 Common Stock 11078 11078 D Employee Stock Option (right to buy) 22.87 2017-01-05 Common Stock 8356 8356 D Employee Stock Option (right to buy) 26.5 2018-01-04 Common Stock 7211 7211 D Employee Stock Option (right to buy) 28.51 2019-01-05 Common Stock 6703 6703 D Employee Stock Option (right to buy) 21.65 2020-01-05 Common Stock 8827 8827 D Employee Stock Option (right to buy) 32.31 2021-01-05 Common Stock 5915 5915 D Employee Stock Option (right to buy) 38.35 2022-01-05 Common Stock 4983 4983 D Employee Stock Option (right to buy) 52.42 2023-01-07 Common Stock 3646 3646 D The price in Column 4 is a weighted average price. The prices actually received ranged from $60.215 to $60.365. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. Does not include 125,000 shares currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years. Does not include 125,000 shares 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. The reporting person disclaims beneficial ownership of these shares. This option became fully exercisable on January 5, 2009. This option became fully exercisable on January 5, 2011. This option became fully exercisable on January 5, 2012. This option became fully exercisable on January 4, 2013. This option becomes fully exercisable on January 5, 2014. This option becomes fully exercisable on January 5, 2015. This option becomes fully exercisable on January 5, 2016. This option becomes fully exercisable on January 5, 2017. This option becomes fully exercisable on January 7, 2018. /s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 2013-05-21