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
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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*
NORDLUND H MARTY

(Last) (First) (Middle)
P.O. BOX 45308

(Street)
OMAHA NE 68145

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Exec VP-Specialized Svcs.
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2008
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
Common Stock 02/05/2008 M 6,875 A $7.35 6,875 D
Common Stock 02/05/2008 M 3,750 A $7.95 10,625 D
Common Stock 02/05/2008 M 4,375 A $8.9624 15,000 D
Common Stock 02/05/2008 S 15,000 D $19.9182 0 D
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
Stock Options (Right to buy) $9.7739 09/28/2003 09/29/2011 Common Stock 16,668 16,668 D
Stock Options (Right to buy) $16.68 (1) 10/22/2015 Common Stock 35,000 35,000 D
Stock Options (Right to buy) $17.18 (2) 11/30/2017 Common Stock 25,000 25,000 D
Stock Options (Right to buy) $18.33 05/19/2006 05/20/2014 Common Stock 10,000 10,000 D
Stock Options (Right to buy) $19.84 02/23/2007 02/24/2015 Common Stock 10,000 10,000 D
Stock Options (Right to buy) $7.35 02/05/2008 M 6,875 12/20/2001 12/21/2009 Common Stock 6,875 $0 0 D
Stock Options (Right to buy) $7.95 02/05/2008 M 3,750 04/16/2000 10/17/2008 Common Stock 3,750 $0 0 D
Stock Options (Right to buy) $8.9624 02/05/2008 M 4,375 10/13/2000 04/14/2009 Common Stock 4,375 $0 0 D
Explanation of Responses:
1. Stock options become exercisable in the following percentages at the specified number of months from grant date: 25% at 24 months; 20% each at 36, 48, and 60 months; and 15% at 72 months.
2. Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.
HaroldM.Nordlund II 02/07/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.