SEC FORM 4

SEC FORM 4 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^*

Miller Gina Byrne

(Last)

(First)

(Middle)

10801 N. MOPAC EXPY, BLDG 3

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Western Life Group, Inc. [ NWLI ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
NWLIC SVP - CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2023

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)
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	12/11/2023		M		84	A⁽¹⁾	$0	84	D
Class A Common Stock	12/11/2023		M		84	D⁽¹⁾	$480.32	0	D
Class A Common Stock	12/11/2023		M		150	A	$210.22	150	D
Class A Common Stock	12/11/2023		D		150	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		160	A	$216.48	160	D
Class A Common Stock	12/11/2023		D		160	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		173	A	$311.16	173	D
Class A Common Stock	12/11/2023		D		173	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		161	A	$334.34	161	D
Class A Common Stock	12/11/2023		D		161	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		206	A	$303.77	206	D
Class A Common Stock	12/11/2023		D		206	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		290	A	$252.91	290	D
Class A Common Stock	12/11/2023		D		290	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		373	A	$192.1	373	D
Class A Common Stock	12/11/2023		D		373	D	$481.54	0	D
Class A Common Stock	12/11/2023		M		347	A	$218.44	347	D
Class A Common Stock	12/11/2023		D		347	D	$481.54	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)
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)
Restricted Stock Units	⁽²⁾	12/11/2023		M			84	12/09/2023	12/09/2023	Class A Common Stock	84	$0⁽²⁾	0	D
Stock Appreciation Rights	$210.22	12/11/2023		M			150	12/11/2014	12/11/2023⁽³⁾	Class A Common Stock	150	$0	0	D
Stock Appreciation Rights	$216.48	12/11/2023		M			160	02/17/2017	02/07/2027	Class A Common Stock	160	$0	0	D
Stock Appreciation Rights	$311.16	12/11/2023		M			173	02/16/2018	02/16/2028	Class A Common Stock	173	$0	0	D
Stock Appreciation Rights	$334.34	12/11/2023		M			161	12/13/2018	12/13/2027	Class A Common Stock	161	$0	0	D
Stock Appreciation Rights	$303.77	12/11/2023		M			206	12/12/2019	12/12/2028	Class A Common Stock	206	$0	0	D
Stock Appreciation Rights	$252.91	12/11/2023		M			290	12/11/2020	12/11/2029	Class A Common Stock	290	$0	0	D
Stock Appreciation Rights	$192.1	12/11/2023		M			373	12/09/2021	12/09/2030	Class A Common Stock	373	$0	187	D
Stock Appreciation Rights	$218.44	12/11/2023		M			347	12/14/2022	12/14/2031	Class A Common Stock	347	$0	696	D

Explanation of Responses:

1. The Restricted Stock Unit vested in full on December 9, 2023, and without any action or discretion by the Reporting Person he received a cash payment equal to the value of the shares on the vesting date.

2. Each restricted stock unit represents a contingent right to receive the cash value of one share of NWLIC Class A common stock based on the 20 day average of the Class A common stock leading up to and including the Date Exercisable.

3. The exercised SARs include 150 SARs with an exercise price of $210.22 per share that were scheduled to expire on December 11, 2023, in accordance with the original terms of the grant of those SARs.

Remarks:

	Gina B. Miller	12/13/2023
	** 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).
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.

Miller Gina Byrne returned $895,664 worth of shares to the company (1,860 units at $481.54) and exercised 1,944 shares at a strike of $235.19 (SEC Form 4)