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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BOUC DON R

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET, SUITE 201

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President Emeritus

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2006

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	12/11/2006		G⁽¹⁾	V	71,331	D	$0.00	0	I	By GRAT (reporting person)⁽⁴⁾
Class A Common Stock	12/11/2006		G⁽²⁾	V	71,331	D	$0.00	0	I	By GRAT (reporting person's spouse)⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		10,600	D	$27.93	165,260	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		900	D	$27.94	164,360	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		400	D	$27.95	163,960	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		1,000	D	$27.96	162,960	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		1,100	D	$27.97	161,860	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		2,100	D	$27.98	159,760	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		1,300	D	$27.99	158,460	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		20,300	D	$28	138,160	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		6,400	D	$28.01	131,760	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		6,800	D	$28.02	124,960	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		4,600	D	$28.03	120,360	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		5,100	D	$28.04	115,260	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		4,800	D	$28.05	110,460	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		1,000	D	$28.06	109,460	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		6,000	D	$28.08	103,460	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		600	D	$28.1	102,860	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		1,000	D	$28.11	101,860	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		900	D	$28.12	100,960	I	By spouse⁽⁴⁾
Class A Common Stock	12/12/2006		S⁽³⁾		100	D	$28.13	100,860	I	By spouse⁽⁴⁾

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. Represents a liquidating distribution upon expiration of the term of the Don R. Bouc Three Year Grantor Retained Annuity Trust dated 12/11/2003 to the reporting person's adult children as the remainder beneficiaries of the trust. All shares in this GRAT have been disposed of.

2. Represents a liquidating distribution upon expiration of the term of the Nancy L. Bouc Three Year Grantor Retained Annuity Trust dated 12/11/2003 to the reporting person's adult children as the remainder beneficiaries of the trust. All shares in this GRAT have been disposed of.

3. Sales were effected pursuant to a Rule 10b5-1 trading plan the Reporting Person's spouse entered into on September 8, 2006.

4. See Remarks below.

Remarks:

As of December 14, 2006, and after taking into effect the transactions reported herein, the reporting person beneficially owns the following shares of Class A Common Stock: (a) 235,736 shares held directly by the reporting person, (b) 100,860 shares held by the reporting person's spouse, (c) 215,615 shares held by the Don R. Bouc Five Year Grantor Retained Annuity Trust ("GRAT"), (d) 215,615 shares held by the Nancy L. Bouc Five Year GRAT, (e) no shares held by the Don R. Bouc Three Year GRAT, which reflects the final annuity distribution and transfer as of December 8, 2006 of a total of 38,950 shares which the reporting person now holds and the liquidating distribution as of December 11, 2006 of a total of 71,331 shares to the reporting person's adult children, (f) no shares held by the Nancy L. Bouc Three Year GRAT, which reflects the final annuity distribution and transfer as of December 8, 2006 of a total of 38,950 shares which the reporting person's spouse now holds and the liquidating distribution as of December 11, 2006 of a total of 71,331 shares to the reporting person's adult children, (g) 71,124 shares held by the Don R. Bouc Three Year GRAT #2, (h) 71,124 shares held by the Nancy L. Bouc Three Year GRAT #2, (i) 140,553 shares held by the Don and Nancy Bouc Charitable Remainder Unitrust ("CRUT"), and (j) 68,006 shares held by the Nancy L. Bouc Ten Year GRAT. The reporting person continues to report beneficial ownership of all of the shares of Class A Common Stock held by the GRATs and the CRUT, but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interests therein.

	/William J. Munn, Attorney-in-Fact for Don R. Bouc/	12/14/2006
	** 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.