Edgar Filing: NOORDHOEK JEFFREY R

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NOORDHOEK JEFFREY R

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

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2009

(Street)

LINCOLN, NE 68508

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	04/13/2009		S⁽¹⁾⁽²⁾		70,355	D	$ 10	562,901	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		163	D	$ 10.01	562,738	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$ 10.015	562,638	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		300	D	$ 10.02	562,338	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		1,000	D	$ 10.025	561,338	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		500	D	$ 10.03	560,838	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$ 10.035	560,738	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		28	D	$ 10.04	560,710	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,100	D	$ 10.05	557,610	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		100	D	$ 10.055	557,510	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		2,600	D	$ 10.06	554,910	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,000	D	$ 10.065	551,910	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		7,854	D	$ 10.07	544,056	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		1,200	D	$ 10.075	542,856	I ⁽³⁾	By trust
Class A Common Stock	04/13/2009		S⁽¹⁾⁽²⁾		3,100	D	$ 10.08	539,756	I ⁽³⁾	By trust
Class A Common Stock	04/14/2009		S⁽¹⁾⁽²⁾		200	D	$ 10	539,556	I ⁽³⁾	By trust
Class A Common Stock								54,653 ⁽⁴⁾	D
Class A Common Stock								25,799	I ⁽⁵⁾	By trust
Class A Common Stock								243,943	I ⁽⁶⁾	By GRAT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NOORDHOEK JEFFREY R 121 SOUTH 13TH STREET SUITE 201 LINCOLN, NE 68508			President/Executive Director

Signatures

/s/ Angie R. Miller, Attorney-in-Fact for Jeffrey R. Noordhoek		04/15/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were sold by the Jeffrey R. Noordhoek Living Trust pursuant to a Rule 10b5-1 Sales Plan (the "Plan") entered into on December 16, 2008. The Plan provides for the sale of up to a maximum of 200,000 shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date of March 17, 2010. To the extent any future sales occur pursuant to the Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission. The Jeffrey R. Noordhoek Living Trust is selling the shares for diversification and estate planning purposes.
(2)	Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive.
(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)	Includes 4,409 shares issued pursuant to the issuer's Employee Share Purchase Plan.
(5)	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.
(6)	Shares held by the Jeffrey Noordhoek 2003 Grantor Retained Annuity Trust. 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.

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