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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/05/2019 | G(1) | V | 1,100,000 | D | $0 | 110,269(2) | D | ||
Class B Common Stock | 09/05/2019 | G(1) | V | 1,100,000 | A | $0 | 1,100,000 | I | By Dunlap Holdings, LLC | |
Class B Common Stock | 09/05/2019 | G(3) | V | 500,000 | D | $0 | 54,960 | I | By spouse | |
Class B Common Stock | 09/05/2019 | G(3) | V | 500,000 | A | $0 | 1,600,000 | I | By Dunlap Holdings, LLC | |
Class B Common Stock | 09/06/2019 | G(4) | V | 100 | D | $0 | 110,169 | D | ||
Class B Common Stock | 09/06/2019 | G(4) | V | 100 | A | $0 | 100 | I | By 2019 Dynasty Trust | |
Class B Common Stock | 09/06/2019 | G(5) | V | 100 | D | $0 | 54,860 | I | By spouse | |
Class B Common Stock | 09/06/2019 | G(5) | V | 100 | A | $0 | 100 | I | By 2019 Dynasty Trust | |
Class B Common Stock | 09/06/2019 | G(6) | V | 252,480 | D | $0 | 1,600,000 | I | By Dunlap Holdings, LLC | |
Class B Common Stock | 09/06/2019 | G(6) | V | 252,480 | A | $0 | 1,600,000 | I | By Dunlap Holdings, LLC | |
Class A Common Stock | 2,049,574 | D | ||||||||
Class B Common Stock | 889,660(7) | I | By GRAT | |||||||
Class B Common Stock | 399,248(8) | I | By GRAT | |||||||
Class B Common Stock | 486,552(9) | I | By GRAT | |||||||
Class B Common Stock | 330,327(10) | I | By GRAT | |||||||
Class B Common Stock | 398,029(11) | I | By GRAT | |||||||
Class B Common Stock | 1,586,691(12) | I | By corporation | |||||||
Class B Common Stock | 343,535(13) | I | By GRAT | |||||||
Class B Common Stock | 461,470(14) | I | By GRAT | |||||||
Class B Common Stock | 493,366(15) | I | By GRAT | |||||||
Class B Common Stock | 305,121(16) | I | By GRAT | |||||||
Class B Common Stock | 404,298(17) | I | By GRAT | |||||||
Class B Common Stock | 437,250(18) | I | By GRAT | |||||||
Class A Common Stock | 4,160 | I | By adult son | |||||||
Class A Common Stock | 1,983 | I | By adult son | |||||||
Class A Common Stock | 1,215 | I | By adult son | |||||||
Class B Common Stock | 125,000(19) | I | By Dynasty Trust | |||||||
Class B Common Stock | 125,000(20) | I | By Dynasty Trust | |||||||
Class B Common Stock | 125,000(21) | I | By Dynasty Trust | |||||||
Class B Common Stock | 151,209(22) | I | By trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. The reporting person gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. |
2. Includes shares distributed to the reporting person in an annuity distribution by a grantor retained annuity trust as discussed in footnote (7) below. |
3. The reporting person's spouse gifted the shares in this transaction to Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. |
4. The shares involved in this transaction were gifted by the reporting person to a Dynasty Trust established by the reporting person in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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. The shares involved in this transaction were gifted by the reporting person's spouse to a Dynasty Trust established by the reporting person's spouse in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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. |
6. All of the shares of the issuer underlying this transaction are and continue to be owned, without any change in the number thereof, by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. This transaction reports gifts by the reporting person and his spouse of, in the aggregate, a 15.78% interest, subject to possible future adjustment based on the final valuation of the interest, in Dunlap Holdings, LLC to the 2019 Dynasty Trusts referred to in footnotes (4) and (5) above. The reporting person continues to report beneficial ownership of all the shares of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein. |
7. Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 8,970 shares on August 27, 2019. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman and 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. |
13. Shares held by a Grantor Retained Annuity Trust dated October 13, 2015. 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 separate Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Grantor Retained Annuity Trust dated October 13, 2015. 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 Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial 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. |
20. Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial 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. |
21. Shares held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person and his spouse is the initial 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. |
22. Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person and his spouse is the beneficiary. |
Remarks: |
One of two Form 4s filed on September 13, 2019 for the reporting of September 5, 2019 and September 6, 2019 gift transactions 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 | 09/13/2019 | |
** 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. |