Executive Chairman of Board Dunlap Michael S gifted 154,912 units of Class B Common Stock (SEC Form 4)
$NNI
Finance: Consumer Services
Finance
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Class B Common Stock | 11/14/2024 | G(1) | 113,392 | D | $0 | 240,025(2) | I | By trust | ||
| Class B Common Stock | 11/14/2024 | G(3) | 21,110 | D | $0 | 46,329(4) | I | By trust | ||
| Class B Common Stock | 11/14/2024 | G(5) | 20,410 | D | $0 | 44,773(6) | I | By trust | ||
| Class A Common Stock | 1,417,982 | D | ||||||||
| Class B Common Stock | 548,934 | D | ||||||||
| Class B Common Stock | 477,157(7) | I | By spouse | |||||||
| Class B Common Stock | 1,600,000(8) | I | By Dunlap Holdings, LLC | |||||||
| Class B Common Stock | 1,586,691(9) | I | By corporation | |||||||
| Class B Common Stock | 330,271(10) | I | By GRAT | |||||||
| Class B Common Stock | 461,196(11) | I | By GRAT | |||||||
| Class B Common Stock | 279,021(12) | I | By GRAT | |||||||
| Class B Common Stock | 359,058(13) | I | By GRAT | |||||||
| Class B Common Stock | 16,659(14) | I | By GRAT | |||||||
| Class B Common Stock | 18,117(15) | I | By GRAT | |||||||
| Class B Common Stock | 22,486(16) | I | By GRAT | |||||||
| Class B Common Stock | 25,397(17) | I | By GRAT | |||||||
| Class B Common Stock | 24,427(18) | I | By GRAT | |||||||
| Class B Common Stock | 27,403(19) | I | By GRAT | |||||||
| Class B Common Stock | 24,085(20) | I | By GRAT | |||||||
| Class B Common Stock | 26,224(21) | I | By GRAT | |||||||
| Class B Common Stock | 32,570(22) | I | By GRAT | |||||||
| Class B Common Stock | 37,033(23) | I | By GRAT | |||||||
| Class B Common Stock | 35,546(24) | I | By GRAT | |||||||
| Class B Common Stock | 39,873(25) | I | By GRAT | |||||||
| Class B Common Stock | 445,087(26) | I | By GRAT | |||||||
| Class B Common Stock | 359,304(27) | I | By GRAT | |||||||
| Class A Common Stock | 46(28) | I | By trust | |||||||
| Class B Common Stock | 173,182(28) | I | By trust | |||||||
| Class A Common Stock | 45(29) | I | By trust | |||||||
| Class B Common Stock | 173,183(29) | I | By 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents the transfer of shares pursuant to the terms of a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust to the beneficiary of the trust, who is an adult son of the reporting person. |
| 2. Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust discussed in footnote (1) above. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 3. Represents the transfer of shares pursuant to the terms of a 2015 post annuity irrevocable trust to the beneficiary of the trust, who is an adult son of the reporting person. |
| 4. Shares held by the 2015 post annuity irrevocable trust discussed in footnote (3) above. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 5. Represents the transfer of shares pursuant to the terms of a 2015 post annuity irrevocable trust to the beneficiary of the trust, who is an adult son of the reporting person. |
| 6. Shares held by the 2015 post annuity irrevocable trust discussed in footnote (5) above. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 7. Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (10) through (13). |
| 8. Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein. |
| 9. Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein. |
| 10. Shares held by a Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 25,795 shares on October 16, 2024. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 11. Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 7,197 shares on October 16, 2024. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 12. Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 14,404 shares on October 16, 2024. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 13. Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 8,673 shares on October 16, 2024. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 14. Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 15. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 16. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 17. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 18. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 19. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 20. Shares held by a Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 21. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 22. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 23. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 24. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 25. Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 26. Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 27. Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 28. Shares held by a Michael S. Dunlap 2023 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| 29. Shares held by a separate Michael S. Dunlap 2023 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. |
| Remarks: |
| One of two Form 4s filed on November 18, 2024 for the reporting of the November 14, 2024 transfers of shares included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4. |
| /s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap | 11/18/2024 | |
| ** 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. | ||