0001437749-20-013667

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FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

Rath Kimberly Kay

(Last)

(First)

(Middle)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]
3. Date of Earliest Transaction (MM/DD/YYYY)

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

__X__ Director

_____ 10% Owner

_____ Officer (give title below) _____ Other (specify below)

121 SOUTH 13TH STREET, SUITE 100

6/19/2020

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

LINCOLN, NE 68508

(City)

(State)

(Zip)

_X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

1.Title of Security (Instr. 3)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed 3. Trans. Code Execution (Instr. 8) Date, if any

4. Securities Acquired (A) 5. Amount of Securities Beneficially Owned

or Disposed of (D)

Following Reported Transaction(s)

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Code

(A) or V Amount (D) Price

6.

7. Nature

Ownership of Indirect

Form: Beneficial

Direct (D) Ownership

or Indirect (Instr. 4)

(I) (Instr.

4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate 2.

Security

Conversion

(Instr. 3)

or Exercise

Price of

Derivative

Security

Phantom Stock

(1)

3. Trans. Date
6/19/2020

3A. Deemed 4. Trans. Execution Code Date, if any (Instr. 8)

5. Number of

6. Date Exercisable and 7. Title and Amount of

Derivative Securities Expiration Date

Securities Underlying

Acquired (A) or

Derivative Security

Disposed of (D)

(Instr. 3 and 4)

(Instr. 3, 4 and 5)

Code V A

(A) 2978

Date Exercisable

Expiration Date

Title

(D)

Amount or Number of Shares

Class A

(2)

(2)

Common

2978

Stock

8. Price of 9. Number of 10.

11. Nature

Derivative derivative Ownership of Indirect

Security Securities Form of Beneficial

(Instr. 5) Beneficially Derivative Ownership

Owned

Security: (Instr. 4)

Following Direct (D)

Reported

or Indirect

Transaction(s) (I) (Instr.

(Instr. 4)

4)

$40.30

49205 (3)

D

Explanation of Responses:
(1) 1-for-1.
(2) The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock at the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum at the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing at the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person.
(3) Includes a total of 650 shares acquired since June 25, 2019 pursuant to the dividend reinvestment feature of the issuer's Directors Stock Compensation Plan.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director 10% Owner Officer Other

Rath Kimberly Kay

121 SOUTH 13TH STREET SUITE 100

X

LINCOLN, NE 68508

Signatures /s/ Audra Hoffschneider, Attorney-in-Fact for Kimberly Kay Rath
**Signature of Reporting Person

6/23/2020
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 control number.