X0306 4/A 2013-06-04 2013-06-06 0 0000070487 NATIONAL RESEARCH CORP NRCIA/B 0001053133 Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN NE 68508 1 1 1 0 CEO Class A Common Stock 2013-06-05 4 S 0 5000000 12.87 D 5836300 D 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. The Form 4 filed on June 6, 2013 reported that 5,000,000 shares were sold on June 4, 2013 at a price of $14.15. The reporting person actually sold 5,000,000 shares on June 5, 2013 at a price of $12.87. This Form 4 is being filed to correct the transaction date and sale price. Shares were sold to The Michael and Karen Hays Grandchildren's Trust Dated March 9, 2009 in return for a promissory note. 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. /s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays 2013-06-07