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).

1. Name and Address of Reporting Person^*

Butterfield Shelby J

(Last)

(First)

(Middle)

C/O NELNET, INC.

121 SOUTH 13TH STREET, SUITE 100

(Street)

LINCOLN

68508

(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)
11/02/2020

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 B Common Stock	11/02/2020		G⁽¹⁾	V	9,366	D	$0	46,387⁽²⁾	D
Class B Common Stock	12/31/2020		G	V	46,637	D	$0	0⁽³⁾	I	By GRAT
Class B Common Stock	12/31/2020		G	V	9,327⁽⁴⁾	A	$0	9,327⁽⁵⁾	I	By trust
Class B Common Stock	12/31/2020		G	V	9,327⁽⁶⁾	A	$0	9,327⁽⁷⁾	I	By trust
Class B Common Stock	12/31/2020		G	V	45,335	D	$0	0⁽⁸⁾	I	By GRAT
Class B Common Stock	12/31/2020		G	V	9,067⁽⁹⁾	A	$0	18,394⁽⁵⁾	I	By trust
Class B Common Stock	12/31/2020		G	V	9,067⁽¹⁰⁾	A	$0	18,394⁽⁷⁾	I	By trust
Class B Common Stock	12/31/2020		G	V	45,205	D	$0	0⁽¹¹⁾	I	By GRAT
Class B Common Stock	12/31/2020		G	V	45,205	A	$0	91,592	D
Class B Common Stock	12/31/2020		G	V	46,449	D	$0	0⁽¹²⁾	I	By GRAT
Class B Common Stock	12/31/2020		G	V	46,449	A	$0	138,041	D
Class B Common Stock	12/31/2020		G	V	6,672	D	$0	38,291⁽¹³⁾	I	By CLAT
Class B Common Stock								210,047⁽¹⁴⁾	I	By Butterfield GST Exempt Marital Trust
Class B Common Stock								507,370⁽¹⁵⁾	I	By Butterfield GST Non-Exempt Marital Trust
Class A Common Stock								510⁽¹⁵⁾	I	By the Butterfield GST Non-Exempt Marital Trust
Class B Common Stock								1,586,691⁽¹⁶⁾	I	By corporation
Class B Common Stock								100,000⁽¹⁷⁾	I	By GRAT
Class B Common Stock								98,079⁽¹⁸⁾	I	By GRAT
Class B Common Stock								87,141⁽¹⁹⁾	I	By GRAT
Class B Common Stock								73,759⁽²⁰⁾	I	By GRAT
Class B Common Stock								83,186⁽²¹⁾	I	By GRAT
Class B Common Stock								87,876⁽²²⁾	I	By GRAT
Class B Common Stock								73,502⁽²³⁾	I	By GRAT
Class B Common Stock								86,845⁽²⁴⁾	I	By GRAT
Class B Common Stock								13,533⁽²⁵⁾	I	By trust
Class B Common Stock								13,534⁽²⁶⁾	I	By trust
Class B Common Stock								29,967⁽²⁷⁾	I	By the Estate of Stephen F. Butterfield
Class B Common Stock								50,325⁽²⁸⁾	I	By trust
Class B Common Stock								50,325⁽²⁹⁾	I	By trust
Class B Common Stock								100	I	By the reporting person as UTMA custodian for daughter

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)

Explanation of Responses:

1. This transaction involved a gift by the reporting person to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code.

2. Reflects annuity distributions of a total of 34,191 shares to the reporting person on December 18, 2020 from grantor retained annuity trusts ("GRATs") established by the reporting person as discussed in footnotes (3), (8), and (18) through (22) below.

3. Shares were held by a GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 46,637 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 12,817 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person.

4. As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's daughter.

5. Shares held by a trust for the benefit of the reporting person's daughter.

6. As part of the distribution on December 31, 2020 of shares from a GRAT established by the reporting person as discussed in footnote (3) above, 9,327 shares were distributed to a trust for the benefit of the reporting person's son.

7. Shares held by a trust for the benefit of the reporting person's son.

8. Shares were held by a separate GRAT established by the reporting person on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, a total of 45,335 shares were transferred by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfers, 9,017 shares were transferred to the reporting person in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as directly owned by the reporting person.

9. As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's daughter.

10. As part of the distribution on December 31, 2020 of shares from a separate GRAT established by the reporting person as discussed in footnote (8) above, 9,067 shares were distributed to a trust for the benefit of the reporting person's son.

11. Shares were held by a GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 45,205 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 9,135 shares were transferred to the Estate of Stephen F. Butterfield (the "Butterfield Estate") in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate.

12. Shares were held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015. In connection with the expiration of the term of such trust on December 18, 2020, 46,449 shares were transferred to the reporting person by gift on December 31, 2020 pursuant to the terms of such trust. Prior to such transfer, 12,938 shares were transferred to the Butterfield Estate in the final annuity distribution on December 18, 2020, and continue to be reported in this Form 4 as indirectly owned by the Butterfield Estate.

13. 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 number of shares reflects the gift distribution from the CLAT to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code of 6,672 shares on December 31, 2020, 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.

14. Shares held by the Stephen F. Butterfield GST Exempt Marital Trust, an estate planning trust for the family of Stephen F. 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.

15. Shares held by the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Butterfield GST Non-Exempt Marital Trust"), an estate planning trust for the family of Stephen F. 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.

16. Shares held by Union Financial Services, Inc. ("UFS"), of which the Butterfield GST Non-Exempt Marital 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.

17. Shares held by a separate 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.

18. Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 578 shares on December 18, 2020. 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.

19. Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 3,170 shares on December 18, 2020. 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.

20. Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 4,191 shares on December 18, 2020. 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.

21. Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 2,604 shares on December 18, 2020. 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.

22. Shares held by a separate GRAT established by the reporting person on December 18, 2015, which reflect an annuity distribution from the trust to the reporting person of 1,814 shares on December 18, 2020. 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.

23. Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflect an annuity distribution from the trust to the Butterfield Estate of 4,435 shares on December 18, 2020. 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.

24. Shares held by a separate GRAT established by Stephen F. Butterfield on December 18, 2015, which reflect an annuity distribution from the trust to the Butterfield Estate of 3,454 shares on December 18, 2020. 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.

25. 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, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018.

26. 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, which became irrevocable upon the passing of Mr. Butterfield on April 16, 2018.

27. Shares held by the Butterfield Estate, for which the reporting person is the personal representative, and which number of shares reflects annuity distributions to the Butterfield Estate of a total of 29,962 shares on December 18, 2020 from the GRATs established by Stephen F. Butterfield as discussed in footnotes (11), (12), (23), and (24) above. The reporting person disclaims beneficial ownership of the shares held by the Butterfield Estate, except to the extend of her pecuniary interest therein.

28. Shares held by a trust, of which the daughter of the reporting person is the beneficiary.

29. Shares held by a trust, of which the son of the reporting person is the beneficiary.

Remarks:

One of two Form 4s filed on January 5, 2021 for the reporting of November 2, 2020 and December 31, 2020 gift transactions included in this first Form 4. The second Form 4 includes an additional holding 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 Shelby J. Butterfield	01/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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