0001437749-20-006701.txt : 20200331 0001437749-20-006701.hdr.sgml : 20200331 20200331211047 ACCESSION NUMBER: 0001437749-20-006701 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20200331 DATE AS OF CHANGE: 20200331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Butterfield Shelby J CENTRAL INDEX KEY: 0001808121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31924 FILM NUMBER: 20763524 MAIL ADDRESS: STREET 1: 121 SOUTH 13TH STREET, SUITE 100 CITY: LINCOLN STATE: NE ZIP: 68508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NELNET INC CENTRAL INDEX KEY: 0001258602 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 840748903 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 SOUTH 13TH ST STREET 2: STE 201 CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 402-458-2370 MAIL ADDRESS: STREET 1: 121 SOUTH 13TH ST STREET 2: STE 201 CITY: LINCOLN STATE: NE ZIP: 68508 4 1 rdgdoc.xml FORM 4 X0306 4 2018-12-31 0001258602 NELNET INC NNI 0001808121 Butterfield Shelby J C/O NELNET, INC. 121 SOUTH 13TH STREET, SUITE 100 LINCOLN NE 68508 1 Class B Common Stock 2018-12-31 4 G 0 8946 0 D 52995 I By CLAT Class B Common Stock 2019-03-14 4 W 0 778089 0 D 29333 I By the Estate of Stephen F. Butterfield Class B Common Stock 2019-03-14 4 W 0 778089 0 A 778089 I By the Butterfield Family Trust Class B Common Stock 2019-04-05 4 W 0 793346 0 D 1586691 I By corporation Class B Common Stock 2019-04-05 4 W 0 793346 0 A 1586691 I By corporation Class B Common Stock 2019-06-17 4 G 0 67666 0 D 67666 I By trust Class B Common Stock 2019-06-17 4 G 0 67666 0 A 176427 D Class B Common Stock 2019-06-17 4 C 0 90000 D 121562 D Class A Common Stock 2019-06-17 4 C 0 90000 A 90000 D Class A Common Stock 2019-06-17 4 S 0 90000 55.83 D 0 D Class B Common Stock 2019-06-17 4 C 0 90000 D 688089 I By the Butterfield Family Trust Class A Common Stock 2019-06-17 4 C 0 90000 A 90000 I By the Butterfield Family Trust Class A Common Stock 2019-06-17 4 S 0 90000 55.83 D 0 I By the Butterfield Family Trust Class B Common Stock 2019-06-21 4 G 0 67666 0 D 0 I By trust Class B Common Stock 2019-06-21 4 G 0 13533 0 A 13533 I By trust Class B Common Stock 2019-06-21 4 G 0 13534 0 A 13534 I By trust Class B Common Stock 2019-12-31 4 G 0 8032 0 D 44963 I By CLAT Class B Common Stock 100000 I By GRAT Class B Common Stock 98657 I By GRAT Class B Common Stock 90311 I By GRAT Class B Common Stock 59454 I By GRAT Class B Common Stock 54352 I By GRAT Class B Common Stock 77950 I By GRAT Class B Common Stock 85790 I By GRAT Class B Common Stock 89690 I By GRAT Class B Common Stock 54340 I By GRAT Class B Common Stock 77937 I By GRAT Class B Common Stock 59387 I By GRAT Class B Common Stock 90299 I By GRAT Class A Common Stock 510 I By the Estate of Stephen F. Butterfield 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. One of two Form 4s filed on March 31, 2020 for the reporting of various 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 Shelby J. Butterfield 2020-03-31