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^*

Karas Kevin R

(Last)

(First)

(Middle)

C/O NATIONAL RESEARCH CORPORATION

1245 Q STREET

(Street)

LINCOLN

68508

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL RESEARCH CORP [ NRCIA/B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Finance, CFO, Treas & Secy

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2018

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								13,805	D
Class B Common Stock								2,355	D

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)
Employee Stock Option (right to buy)	$10.75							⁽¹⁾	01/05/2022	Class A Common Stock	26,403		26,403	D
Employee Stock Option (right to buy)	$14.5							⁽²⁾	01/07/2023	Class A Common Stock	20,088		20,088	D
Employee Stock Option (right to buy)	$18.8							⁽³⁾	01/07/2024	Class A Common Stock	5,334		5,334	D
Employee Stock Option (right to buy)	$13.17							⁽⁴⁾	01/06/2025	Class A Common Stock	19,313		19,313	D
Employee Stock Option (right to buy)	$10.75							⁽⁵⁾	01/05/2026	Class A Common Stock	20,458		20,458	D
Employee Stock Option (right to buy)	$18.8							⁽⁶⁾	01/04/2027	Class A Common Stock	16,728		16,728	D
Employee Stock Option (right to buy)	$36.8	01/03/2018		A		11,617		⁽⁷⁾	01/03/2028	Class A Common Stock	11,617	$0	11,617	D
Employee Stock Option (right to buy)	$21.5							⁽¹⁾	01/05/2022	Class B Common Stock	4,400		4,400	D
Employee Stock Option (right to buy)	$27.13							⁽²⁾	01/07/2023	Class B Common Stock	3,348		3,348	D
Employee Stock Option (right to buy)	$34.15							⁽³⁾	01/07/2024	Class B Common Stock	489		489	D
Employee Stock Option (right to buy)	$35.48							⁽⁴⁾	01/06/2025	Class B Common Stock	3,219		3,219	D
Employee Stock Option (right to buy)	$34							⁽⁵⁾	01/05/2026	Class B Common Stock	3,410		3,410	D
Employee Stock Option (right to buy)	$40.54							⁽⁶⁾	01/04/2027	Class B Common Stock	2,788		2,788	D

Explanation of Responses:

1. This option became fully exercisable on January 5, 2017.

2. This option becomes fully exercisable on January 7, 2018.

3. This option becomes fully exercisable on January 7, 2019.

4. This option becomes fully exercisable on January 6, 2020.

5. This option becomes fully exercisable on January 5, 2021.

6. This option becomes fully exercisable on January 4, 2022.

7. This option becomes fully exercisable on January 3, 2023.

	/s/ Russell E. Ryba, Attorney-in-Fact for Kevin R. Karas	01/04/2018
	** 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).
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