Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MUHLEISEN ANGIE

(Last)

(First)

(Middle)

C/O FARMERS & MERCHANTS INVESTMENT INC.

6801 SOUTH 27TH STREET

(Street)

LINCOLN

68512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2023		G		80,500	D	$0	909,965⁽¹⁾	D
Class A Common Stock								24,633⁽²⁾	I	By trust
Class A Common Stock								24,633⁽³⁾	I	By trust
Class A Common Stock								1,205,526⁽⁴⁾	D
Class A Common Stock								52,344⁽⁵⁾	D
Class A Common Stock								857,353	I	By adult son
Class A Common Stock								869,025	I	By adult daughter
Class A Common Stock								276,000⁽⁶⁾	I	By Dynasty Trust
Class A Common Stock								276,000⁽⁷⁾	I	By Dynasty Trust
Class A Common Stock								39,065⁽⁸⁾	I	By GRAT
Class A Common Stock								43,505⁽⁹⁾	I	By GRAT
Class A Common Stock								26,032⁽¹⁰⁾	I	By GRAT
Class A Common Stock								28,993⁽¹¹⁾	I	By GRAT
Class A Common Stock								33,408⁽¹²⁾	I	By GRAT
Class A Common Stock								37,489⁽¹³⁾	I	By GRAT
Class A Common Stock								35,866⁽¹⁴⁾	I	By GRAT
Class A Common Stock								39,708⁽¹⁵⁾	I	By GRAT
Class A Common Stock								37,004⁽¹⁶⁾	I	By GRAT
Class A Common Stock								41,239⁽¹⁷⁾	I	By GRAT
Class A Common Stock								42,911⁽¹⁸⁾	I	By GRAT
Class A Common Stock								47,300⁽¹⁹⁾	I	By GRAT
Class A Common Stock								10,000⁽²⁰⁾	I	By 2020 Dynasty Trust
Class A Common Stock								10,000⁽²¹⁾	I	By 2020 Dynasty Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

MUHLEISEN ANGIE

(Last)

(First)

(Middle)

C/O FARMERS & MERCHANTS INVESTMENT INC.

6801 SOUTH 27TH STREET

(Street)

LINCOLN

68512

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Muhleisen Dan D

(Last)

(First)

(Middle)

6321 DOECREEK CIRCLE

(Street)

LINCOLN

68516

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are held by Angela L. Muhleisen, and the number of shares includes shares distributed to Ms. Muhleisen by Grantor Retained Annuity Trust ("GRAT") as discussed in footnotes (16) through (19) below.

2. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Alicia Muhleisen, of which an adult daughter of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

3. Shares held by the Dan D. Muhleisen 2020 Post-Annuity GRAT FBO Jason Muhleisen, of which an adult son of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

4. These shares are held by Dan D. Muhleisen.

5. These shares are held jointly by Angela L. Muhleisen and Dan D. Muhleisen.

6. Shares gifted to and held by a Dynasty Trust established by the reporting persons in 2012, of which the adult daughter of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

7. Shares gifted to and held by a Dynasty Trust established by the reporting persons in 2012, of which the adult son of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

8. Shares held by a Dan D. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

9. Shares held by a separate Dan D. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

10. Shares held by an Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

11. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

12. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

13. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

14. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

15. Shares held by a separate Angela L. Muhleisen GRAT dated 6/10/2020. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

16. Shares held by an Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 12,996 shares on 11/29/2023. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

17. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 8,761 shares on 11/29/2023. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

18. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 7,089 shares on 11/29/2023. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

19. Shares held by a separate Angela L. Muhleisen GRAT dated 11/29/2022, which reflect an annuity distribution from the trust to Ms. Muhleisen of 2,700 shares on 11/29/2023. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

20. Shares held by a Dynasty Trust established by Ms. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

21. Shares held by a Dynasty Trust established by Mr. Muhleisen in 2020, of which the adult daughter and the adult son of the reporting persons are the initial beneficiaries. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

	/s/ Audra Hoffschneider, Attorney-in-Fact for Angela L. Muhleisen	12/20/2023
	/s/ Audra Hoffschneider, Attorney-in-Fact for Dan D. Muhleisen	12/20/2023
	** 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).
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