| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
| 121 SOUTH 13TH STREET, SUITE 201 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NELNET INC
[NNI] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | President/Executive Director |
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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)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| 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) |
| Code | V | Amount | (A) or (D) | Price |
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Class A Common Stock
| 11/20/2009 | | G | V |
61,474
| D | $
0
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20,954
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D
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Class A Common Stock
| 11/20/2009 | | G | V |
61,474
| A | $
0
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542,730
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I
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By trust
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Class A Common Stock
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25,799
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I
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By trust
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Class A Common Stock
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216,287
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I
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By GRAT
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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 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
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Remarks:
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| /s/ Angie R. Miller, Attorney-in-Fact for Jeffrey R. Noordhoek | 11/25/2009 |
| ** 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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| 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