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Filing Details

Accession Number:: 0001437749-20-006701
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-31 21:10:47
Reporting Period:: 2018-12-31

Accepted Time:: 2020-03-31 21:10:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1258602	Nelnet Inc	NNI	Personal Credit Institutions (6141)	840748903

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1808121	J Shelby Butterfield	C/O Nelnet, Inc. 121 South 13Th Street, Suite 100 Lincoln NE 68508		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2018-12-31	8,946	$0.00	52,995	No	4	G	Indirect	By CLAT
Class B Common Stock	Disposition	2019-03-14	778,089	$0.00	29,333	No	4	W	Indirect	By the Estate of Stephen F. Butterfield
Class B Common Stock	Acquisiton	2019-03-14	778,089	$0.00	778,089	No	4	W	Indirect	By the Butterfield Family Trust
Class B Common Stock	Disposition	2019-04-05	793,346	$0.00	1,586,691	No	4	W	Indirect	By corporation
Class B Common Stock	Acquisiton	2019-04-05	793,346	$0.00	1,586,691	No	4	W	Indirect	By corporation
Class B Common Stock	Disposition	2019-06-17	67,666	$0.00	67,666	No	4	G	Indirect	By trust
Class B Common Stock	Acquisiton	2019-06-17	67,666	$0.00	176,427	No	4	G	Direct
Class B Common Stock	Disposition	2019-06-17	90,000	$0.00	121,562	No	4	C	Direct
Class A Common Stock	Acquisiton	2019-06-17	90,000	$0.00	90,000	No	4	C	Direct
Class A Common Stock	Disposition	2019-06-17	90,000	$55.83	0	No	4	S	Direct
Class B Common Stock	Disposition	2019-06-17	90,000	$0.00	688,089	No	4	C	Indirect	By the Butterfield Family Trust
Class A Common Stock	Acquisiton	2019-06-17	90,000	$0.00	90,000	No	4	C	Indirect	By the Butterfield Family Trust
Class A Common Stock	Disposition	2019-06-17	90,000	$55.83	0	No	4	S	Indirect	By the Butterfield Family Trust
Class B Common Stock	Disposition	2019-06-21	67,666	$0.00	0	No	4	G	Indirect	By trust
Class B Common Stock	Acquisiton	2019-06-21	13,533	$0.00	13,533	No	4	G	Indirect	By trust
Class B Common Stock	Acquisiton	2019-06-21	13,534	$0.00	13,534	No	4	G	Indirect	By trust
Class B Common Stock	Disposition	2019-12-31	8,032	$0.00	44,963	No	4	G	Indirect	By CLAT

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	G	Indirect	By CLAT
No	4	W	Indirect	By the Estate of Stephen F. Butterfield
No	4	W	Indirect	By the Butterfield Family Trust
No	4	W	Indirect	By corporation
No	4	W	Indirect	By corporation
No	4	G	Indirect	By trust
No	4	G	Direct
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct
No	4	C	Indirect	By the Butterfield Family Trust
No	4	C	Indirect	By the Butterfield Family Trust
No	4	S	Indirect	By the Butterfield Family Trust
No	4	G	Indirect	By trust
No	4	G	Indirect	By trust
No	4	G	Indirect	By trust
No	4	G	Indirect	By CLAT

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	100,000	Indirect	By GRAT
Class B Common Stock	98,657	Indirect	By GRAT
Class B Common Stock	90,311	Indirect	By GRAT
Class B Common Stock	59,454	Indirect	By GRAT
Class B Common Stock	54,352	Indirect	By GRAT
Class B Common Stock	77,950	Indirect	By GRAT
Class B Common Stock	85,790	Indirect	By GRAT
Class B Common Stock	89,690	Indirect	By GRAT
Class B Common Stock	54,340	Indirect	By GRAT
Class B Common Stock	77,937	Indirect	By GRAT
Class B Common Stock	59,387	Indirect	By GRAT
Class B Common Stock	90,299	Indirect	By GRAT
Class A Common Stock	510	Indirect	By the Estate of Stephen F. Butterfield

Footnotes

Shares held by a charitable lead annuity trust ("CLAT") established by Stephen F. Butterfield, of which CLAT the descendants of the reporting person are included as remainder beneficiaries, which reflects the charitable distribution of 8,946 shares from the CLAT on December 31, 2018 pursuant to the terms of the CLAT. 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 her pecuniary interest therein.
On March 14, 2019, the Estate of Stephen F. Butterfield (the "Butterfield Estate") made a testamentary disposition of 778,089 shares to the Butterfield Family Trust, which disposition was exempt from Section 16 under Rule 16a-2(d) and which acquisition by the Butterfield Family Trust was exempt from Section 16(b) under Rule 16b-5.
Shares held by the Butterfield Estate, for which the reporting person is the personal representative, which reflects annuity distributions to the Butterfield Estate of a total of 32,349 shares on December 18, 2018 and a total of 29,328 shares on December 18, 2019 from the grantor retained annuity trusts ("GRATs) established by Stephen F. Butterfield as discussed in footnotes (28) through (31) below. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein.
Shares held by the Butterfield Family Trust, an estate planning trust for the family of Mr. Butterfield. The reporting person reports 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 her pecuniary interest therein.
All of the shares of the issuer underlying this transaction are and continue to be owned, without any change in the number thereof, by Union Financial Services, Inc. ("UFS"). This transaction, which was completed on April 5, 2019, reports the testamentary disposition by the Butterfield Estate of its 50% ownership interest in UFS, which holds a total of 1,586,691 shares, to the Butterfield Family Trust, which disposition was exempt from Section 16 under Rule 16a-2(d) and which acquisition by the Butterfield Family Trust was exempt from Section 16(b) under Rule 16b-5.
Shares held by UFS, of which the Butterfield Family Trust owns 50.0% of the outstanding capital stock and the Executive Chairman of the issuer owns the other 50.0% of the outstanding capital stock. The reporting person reports beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of her pecuniary interest therein.
On June 17, 2019, the Stephen F. Butterfield Revocable Living Trust distributed 67,666 shares to the reporting person pursuant to the terms of such trust.
Shares held by the Stephen F. Butterfield Revocable Living Trust, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018. The reporting person reports 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 her pecuniary interest therein.
Reflects annuity distributions of a total of 38,175 shares to the reporting person on December 18, 2018 from GRATs established by the reporting person as discussed in footnotes (20) through (27) below.
Shares of Class B Common Stock are convertible at a fixed one-for-one ratio into an equal number of shares of Class A Common Stock at any time at the holder's option. On June 17, 2019, the reporting person and the Butterfield Family Trust each converted 90,000 shares of Class B Common Stock into 90,000 shares of Class A Common Stock, immediately prior to the issuer repurchase of such shares of Class A Common Stock as discussed in footnote (12) below. Such conversions of convertible common stock at a fixed ratio were exempt from Section 16(b) under Rule 16b-6(b).
Reflects annuity distributions of a total of 35,135 shares to the reporting person on December 18, 2019 from GRATs established by the reporting person as discussed in footnotes (20) through (27) below.
These shares were acquired by the issuer in a privately negotiated transaction under the issuer's stock repurchase program that was separately approved by the issuer's Board of Directors and separately disclosed by the issuer in a Current Report on Form 8-K filed by the issuer on June 18, 2019..
Pursuant to the terms of the privately negotiated issuer repurchase transaction, this price was based on a discount to the closing market price on June 17, 2019.
On June 21, 2019, the Stephen F. Butterfield Revocable Living Trust distributed a total of 67,666 shares pursuant to the terms of such trust.
As part of the distribution of shares from the Stephen F. Butterfield Revocable Living Trust on June 21, 2019 as discussed in footnote (14) above, 13,533 shares were distributed to a separate trust established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust for the benefit of the reporting person's daughter.
Shares held by a trust for the benefit of the reporting person's daughter established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust.
As part of the distribution of shares from the Stephen F. Butterfield Revocable Living Trust on June 21, 2019 as discussed in footnote (14) above, 13,534 shares were distributed to a separate trust established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust for the benefit of the reporting person's son.
Shares held by a trust for the benefit of the reporting person's son established under the restated agreement for the Stephen F. Butterfield Revocable Living Trust.
Shares held by a CLAT established by Stephen F. Butterfield, of which CLAT the descendants of the reporting person are included as remainder beneficiaries, which reflects the charitable distribution of 8,032 shares from the CLAT on December 31, 2019 pursuant to the terms of the CLAT. 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 her pecuniary interest therein.
Shares held by a GRAT established by the reporting person on December 18, 2015. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 131 shares on December 18, 2018 and 471 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 2,592 shares on December 18, 2018 and 2,884 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 11,686 shares on December 18, 2018 and 11,807 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 12,108 shares on December 18, 2018 and 10,061 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 5,667 shares on December 18, 2018 and 4,768 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 3,528 shares on December 18, 2018 and 3,009 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflects annuity distributions from the trust to the reporting person of 2,463 shares on December 18, 2018 and 2,135 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a GRAT established by Stephen F. Butterfield on December 18, 2015, which reflects annuity distribution from the trust to the Butterfield Estate of 12,108 shares on December 18, 2018 and 10,073 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflects annuity distribution from the trust to the Butterfield Estate of 5,667 shares on December 18, 2018 and 4,781 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflects annuity distribution from the trust to the Butterfield Estate of 11,982 shares on December 18, 2018 and 11,578 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflects annuity distribution from the trust to the Butterfield Estate of 2,592 shares on December 18, 2018 and 2,896 shares on December 18, 2019. The reporting person reports 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 her pecuniary interest therein.
Shares acquired during 2018 by the Butterfield Estate, for which the reporting person is the personal representative, in a transaction exempt from Section 16 under Rule 16a-2(d). The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein.