UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WERNER ENTERPRISES, INC.
----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
----------------------------------------------------------------------------
(Title of Class of Securities)
950755108
----------------------------------------------------------------------------
(CUSIP Number)
December 31, 2008
----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed.
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 950755108 Page 2 of 4
----------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
GREGORY L. WERNER
----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------------------
4. Citizenship or Place of Organization: UNITED STATES OF AMERICA
----------------------------------------------------------------------------
Number of 5. Sole Voting Power 3,885,263 (1)
Shares ----------------------------------------------
Beneficially 6. Shared Voting Power 0
Owned by ----------------------------------------------
Each 7. Sole Dispositive Power 3,885,263 (1)
Reporting ----------------------------------------------
Person With 8. Shared Dispositive Power 0
----------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting
Person 3,885,263 (1)
----------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ]
----------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9): 5.4% (2)
----------------------------------------------------------------------------
12. Type of Reporting Person: IN
----------------------------------------------------------------------------
(1) Includes (i) 3,302,961 shares owned by Mr. Werner directly, (ii) 633
shares owned by the Gregory L. Werner Children's Trust, and (iii) 581,669
shares underlying stock options which are exercisable within 60 days of the
reporting date.
(2) The percentage of the Common Stock beneficially owned is based on
72,157,936 shares, which includes 71,576,267 shares of Common Stock
outstanding as of December 31, 2008 and 581,669 shares underlying stock
options which are exercisable within 60 days of the reporting date.
CUSIP No. 950755108 Page 3 of 4
Item 1.
(a) Name of Issuer
Werner Enterprises, Inc.
(b) Address of Issuer's Principal Executive Offices
14507 Frontier Road
Omaha, NE 68138
Item 2.
(a) Name of Person Filing
Gregory L. Werner
(b) Address of Principal Business Office or, if none, Residence
14507 Frontier Road
Omaha, NE 68138
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
950755108
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
Not Applicable
Item 4. Ownership.
The following sets forth certain information as of December 31,
2008, with respect to the beneficial ownership of the Common Stock by the
Reporting Person.
(a) Amount beneficially owned: 3,885,263 (1)
(b) Percent of class: 5.4% (2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,885,263 (1)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 3,885,263
(iv) Shared power to dispose or to direct the
disposition of: 0
(1) Includes (i) 3,302,961 shares owned by Mr. Werner directly, (ii) 633
shares owned by the Gregory L. Werner Children's Trust, and (iii) 581,669
shares underlying stock options which are exercisable within 60 days of the
reporting date.
(2) The percentage of the Common Stock beneficially owned is based on
72,157,936 shares, which includes 71,576,267 shares of Common Stock
outstanding as of December 31, 2008 and 581,669 shares underlying stock
options which are exercisable within 60 days of the reporting date.
CUSIP No. 950755108 Page 4 of 4
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 17, 2009
-----------------------------
Date
/s/ Gregory L. Werner
-----------------------------
Signature
Gregory L. Werner, President
and Chief Executive Officer
-----------------------------
Name and Title