X0306 4 2016-02-10 1 0000793074 WERNER ENTERPRISES INC WERN 0001233264 WERNER GARY L P.O. BOX 45308 OMAHA NE 68145 1 1 Vice Chairman Common Stock 2016-02-10 4 F 0 3004 26.42 D 1701464 D Common Stock 2016-02-10 4 F 0 3914 26.42 D 1697550 D Common Stock 2016-02-10 4 A 0 60500 0 A 1758050 D Common Stock 2016-02-12 4 D 0 115400 0 D 1642650 D Common Stock 1875156 I Co-beneficiary-childrens Trust Common Stock 479497 I Gary L. Werner Irrevocable Inter Vivos Qtip Tr. II Common Stock 1875156 I Remainderment Interest Common Stock 500000 I Spouse By Becky K. Werner Revocable Trust Common Stock 250000 I Cotrustee of Clarence L. Werner Grandchildren's Trust Represents shares required to satisfy tax withholding obligations in connection with the vesting of 9,000 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2014. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 12,100 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2015. Represents shares earned in connection with the performance-based restricted stock previously granted on February 10, 2015, based upon the level of attainment of certain performance objectives. These shares shall vest, subject to continued employment, in five annual increments of 20% each beginning February 10, 2016 (1 year after the grant date). The award will become fully vested on February 10, 2020. Forfeiture of previously granted restricted stock as the result of Gary L. Werner resigning as Vice Chairman, an officer position, effective February 12, 2016, as previously disclosed on Form 8-K filed January 28, 2016. The reporting person disclaims actual and beneficial ownership of the shares held by the Gary L. Werner Irrevocable Inter Vivos Qtip Trust II, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes. The reporting person disclaims actual and beneficial ownership of the shares held by the Becky K. Werner Revocable Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes. The reporting person serves as a cotrustee for shares held by the Clarence L. Werner Grandchildren's Trust for the benefit of the grandchildren of Clarence L. Werner, some of which are children of the reporting person. Mr. Gary L. Werner and Mr. Gregory L. Werner have shared voting and dispositive power with respect to the shares in the trust. The reporting person disclaims actual and beneficial ownership of the shares held by the Clarence L. Werner Grandchildren's Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ Gary L. Werner 2016-02-12