X0306 4 2013-10-04 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 2013-10-04 4 S 0 15606 18.2507 D 5432541 D Class A Common Stock 750 I By Spouse Class A Common Stock 75 I By Spouse & Daughter Jt Class B Common Stock 1806050 D Class B Common Stock 62625 I By Spouse Class B Common Stock 12 I By Spouse & Daughter Jt Employee Stock Option (right to buy) 4.81 2014-01-05 Class A Common Stock 54894 54894 D Employee Stock Option (right to buy) 5.12 2016-01-05 Class A Common Stock 33234 33234 D Employee Stock Option (right to buy) 6.62 2017-01-05 Class A Common Stock 25068 25068 D Employee Stock Option (right to buy) 7.59 2018-01-04 Class A Common Stock 21633 21633 D Employee Stock Option (right to buy) 8.12 2019-01-05 Class A Common Stock 20109 20109 D Employee Stock Option (right to buy) 6.29 2020-01-05 Class A Common Stock 26481 26481 D Employee Stock Option (right to buy) 9.14 2021-01-05 Class A Common Stock 17745 17745 D Employee Stock Option (right to buy) 10.75 2022-01-05 Class A Common Stock 14949 14949 D Employee Stock Option (right to buy) 14.50 2023-01-07 Class A Common Stock 10938 10938 D Employee Stock Option (right to buy) 12.6 2014-01-05 Class B Common Stock 9149 9149 D Employee Stock Option (right to buy) 13.06 2016-01-05 Class B Common Stock 5539 5539 D Employee Stock Option (right to buy) 15.31 2017-01-05 Class B Common Stock 4178 4178 D Employee Stock Option (right to buy) 16.76 2018-01-04 Class B Common Stock 3605 3605 D Employee Stock Option (right to buy) 17.57 2019-01-05 Class B Common Stock 3351 3351 D Employee Stock Option (right to buy) 14.82 2020-01-05 Class B Common Stock 4413 4413 D Employee Stock Option (right to buy) 19.09 2021-01-05 Class B Common Stock 2957 2957 D Employee Stock Option (right to buy) 21.5 2022-01-05 Class B Common Stock 2491 2491 D Employee Stock Option (right to buy) 27.13 2023-01-07 Class B Common Stock 1823 1823 D The price in Column 4 is a weighted average price. The prices actually received ranged from $18.20 to $18.47. 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 750,000 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. Does not include 750,000 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. The reporting person disclaims beneficial ownership of these shares. Does not include 62,500 shares of class B 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. Does not include 62,500 shares of class B common stock 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. 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 2013-10-08