Edgar Filing: NELNET INC

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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3235-0287

Expires:

January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BOUC DON R

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [NNI]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2005

(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	03/16/2005		S⁽¹⁾		16,700	D	$ 33	895,450 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		3,100	D	$ 33.01	892,350 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		200	D	$ 33.03	892,150 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		1,200	D	$ 33.05	890,950 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		500	D	$ 33.06	890,450 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		200	D	$ 33.07	890,250 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		100	D	$ 33.15	890,150 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		128,100	D	$ 33.2	762,050 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		100	D	$ 33.24	761,950 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		25,000	D	$ 33.25	736,950 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		2,900	D	$ 33.3	734,050 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		100	D	$ 33.33	733,950 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		300	D	$ 33.35	733,650 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		200	D	$ 33.4	733,450 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		4,500	D	$ 33.45	728,950 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		3,800	D	$ 33.5	725,150 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		17,400	D	$ 33.65	707,750 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		S⁽¹⁾		600	D	$ 34	707,150 ⁽²⁾	D ⁽²⁾
Class A Common Stock	03/16/2005		G⁽³⁾	V	86,167	D	$ 0	620,983 ⁽²⁾	D
Class A Common Stock	03/16/2005		G⁽³⁾	V	86,167	A	$ 0	63,288 ⁽²⁾	I	By spouse
Class A Common Stock	03/16/2005		G	V	59,988	D	$ 0	3,300 ⁽²⁾	I	By spouse
Class A Common Stock	03/16/2005		G⁽¹⁾	V	1,650	D	$ 0	1,650 ⁽²⁾	I	By spouse
Class A Common Stock	03/16/2005		G⁽¹⁾	V	1,650	D	$ 0	619,333 ⁽²⁾	D
Class A Common Stock	03/16/2005		G⁽⁴⁾	V	179,900	D	$ 0	439,433 ⁽²⁾	D
Class A Common Stock	03/16/2005		G⁽⁴⁾	V	179,900	A	$ 0	179,900	I	By CRUT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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
BOUC DON R 121 SOUTH 13TH STREET, SUITE 201 LINCOLN, NE 68508	X

Signatures

/William J. Munn, Attorney-in-Fact for Don R. Bouc/		03/18/2005
^**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 sales and gifts were effected pursuant to Rule 10b5-1 trading plans adopted on or about December 14, 2004.
(2)	On March 16, 2005, the reporting person transferred a total of 100,000 shares of Class A Common Stock to the Don R. Bouc Three-Year Grantor Retained Annuity Trust ("GRAT") #2, and the reporting person's spouse transferred a total of 100,000 shares of Class A Common Stock to the Nancy L. Bouc Three-Year GRAT #2. The reporting person continues to report beneficial ownership of all of the shares of Class A Common Stock held by these GRATs. As of the date of this report, the reporting person also indirectly owns: (a) 265,149 shares held by the Don R. Bouc Five-Year GRAT, (b) 265,149 shares held by the Nancy L. Bouc Five-Year GRAT, (c) 138,357 shares held by the Don R. Bouc Three-Year GRAT, and (d) 138,357 shares held by the Nancy L. Bouc Three-Year GRAT.
(3)	Gift to spouse.
(4)	On March 16, 2005, the reporting person contributed 179,900 shares of Class A Common Stock to a Charitable Remainder Unitrust ("CRUT") of which the reporting person and his spouse are beneficiaries. The reporting person continues to report beneficial ownership of all of the shares of Class A Common Stock held by the CRUT but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.

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