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FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
NOORDHOEK JEFFREY R

(Last)(First)(Middle)
121 SOUTH 13TH STREET, SUITE 201

(Street)
LINCOLNNE68508

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President/Executive Director
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock 11/20/2009 G(1)V 61,474 D$ 0 20,954 (2) D  
Class A Common Stock 11/20/2009 G(1)V 61,474 A$ 0 542,730 I (3) By trust
Class A Common Stock         25,799 I (4) By trust
Class A Common Stock         216,287 I (5) By GRAT

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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On November 20, 2009, the reporting person transferred by gift a total of 61,474 shares of Class A Common Stock to the Jeffrey R. Noordhoek Living Trust, which is a revocable trust for the benefit of the reporting person and his spouse and dependents.
2. Includes 4,528 shares issued pursuant to the issuer's Employee Share Purchase Plan, which reflects the issuance of 89 shares under the Employee Share Purchase Plan since June 19, 2009.
3. Shares held by the Jeffrey R. Noordhoek Living Trust, which is a revocable trust for the benefit of the reporting person and his spouse and dependents.
4. Shares held by The Noordhoek Charitable Remainder Unitrust I, of which the reporting person is the sole noncharitable 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 interests therein.
5. Shares held by the Jeffrey Noordhoek 2003 Grantor Retained Annuity Trust, which reflect the distribution and transfer from the trust to the reporting person of 27,656 shares on August 28, 2009. 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 interests therein.
 
Remarks:
Exhibit List:

Exhibit 24 - Power of Attorney
/s/ Angie R. Miller, Attorney-in-Fact for Jeffrey R. Noordhoek11/25/2009
** Signature of Reporting PersonDate
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.

EX-24.

rrd231105_260976.html
Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of William J. Munn, Andrew J. Slain and Angie R. Miller, 
or any of them signing or otherwise acting singly, and with full power of 
substitution, the undersigned's true and lawful attorney-in-fact to:

(1)prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") 
a Form ID, including amendments thereto, and any other documents necessary or 
appropriate to obtain codes, passwords, and passphrases enabling the 
undersigned to make electronic filings with the SEC of reports required by 
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

(2)execute for and on behalf of the undersigned, in the undersigned's 
capacity as an officer and/or director of Nelnet, Inc. (the "Company"), 
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange 
Act of 1934 and the rules thereunder;

(3)execute for and on behalf of the undersigned, in connection with 
proposed sales by the undersigned pursuant to Rule 144 under the Securities 
Act of 1933 of securities issued by the Company, notices on Form 144 in 
accordance with Rule 144 under the Securities Act of 1933;

(4)do and perform any and all acts for and on behalf of the undersigned 
which may be necessary or desirable to complete and execute any such Form 
3, 4, 5 or Form 144, complete and execute any amendment or amendments 
thereto, and timely file such form with the SEC and any securities exchange 
or similar authority; and

(5)take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion of such attorney-in-fact, may be of benefit 
to, in the best interest of, or legally required by, the undersigned, it 
being understood that the documents executed by such attorney-in-fact on 
behalf of the undersigned pursuant to this Power of Attorney shall be in 
such form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full 
power and authority to do and perform any and every act and thing 
whatsoever requisite, necessary, or proper to be done in the exercise of 
any of the rights and powers herein granted, as fully to all intents and 
purposes as the undersigned might or could do if personally present, with 
full power of substitution or revocation, hereby ratifying and confirming 
all that such attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of this power 
of attorney and the rights and powers herein granted.  The undersigned 
acknowledges that the foregoing attorneys-in-fact, in serving in such 
capacity at the request of the undersigned, are not assuming, nor is the 
Company assuming, any of the undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the 
Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until 
the undersigned is no longer required to file Forms 3, 4, 5 and Form 144 
with respect to the undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier revoked by the undersigned 
in a signed writing delivered to the foregoing attorneys-in-fact.

All powers of attorney previously executed by the undersigned in 
connection with the filing of Forms 3, 4, 5 and/or Form 144 with respect to 
the undersigned's holdings of and transactions in securities issued by the 
Company required by Section 16(a) of the Securities Exchange Act of 1934 
or Rule 144 under the Securities Act of 1933 are hereby revoked and 
superseded by this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 4th day of November, 2009.

/s/ Jeffrey R. Noordhoek
Jeffrey R. Noordhoek



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