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 *
BUTTERFIELD STEPHEN F
  2. Issuer Name and Ticker or Trading Symbol
NELNET INC [NNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6991 EAST CAMELBACK ROAD, SUITE B290
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2015
(Street)

SCOTTSDALE, AZ 85251
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)
Code V Amount (A) or (D) Price
Class B Common Stock 12/18/2015   G V 800,100 D $ 0 895,003 (1) (2) D  
Class B Common Stock 12/18/2015   G V 800,100 A $ 0 100 (3) I By spouse
Class B Common Stock               100,000 (4) I By GRAT
Class B Common Stock               100,000 (5) I By GRAT
Class B Common Stock               100,000 (6) I By GRAT
Class B Common Stock               100,000 (7) I By GRAT
Class B Common Stock               100,000 (8) I By GRAT
Class B Common Stock               100,000 (9) I By GRAT
Class B Common Stock               100,000 (10) I By GRAT
Class B Common Stock               100,000 (11) I By GRAT
Class B Common Stock               100,000 (12) I By GRAT
Class B Common Stock               100,000 (13) I By GRAT
Class B Common Stock               100,000 (14) I By GRAT
Class B Common Stock               100,000 (15) I By GRAT
Class B Common Stock               1,586,691 (16) I By corporation
Class B Common Stock               50,425 (17) I By trust
Class B Common Stock               50,425 (18) I By trust
Class B Common Stock               50,425 (19) I By trust
Class B Common Stock               50,425 (20) I By trust
Class B Common Stock               50,425 (21) I By trust

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BUTTERFIELD STEPHEN F
6991 EAST CAMELBACK ROAD
SUITE B290
SCOTTSDALE, AZ 85251
  X   X    

Signatures

 /s/ Bobbi Millwood, Attorney-in-Fact for Stephen F. Butterfield   01/08/2016
**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) Shares reported as directly owned include shares held by the reporting person's revocable living trust.
(2) Reflects the contribution of a total of 400,000 shares of Class B common stock to grantor retained annuity trusts ("GRATs") established by the reporting person on December 18, 2015, as discussed in footnotes (4) through (7) below and set forth in the line items corresponding thereto.
(3) Reflects the subsequent change in the form of beneficial ownership of 800,000 shares on December 18, 2015 through the contribution of a total of 800,000 shares of Class B common stock to GRATs established by the reporting person's spouse on December 18, 2015, as discussed in footnotes (8) through (15) below and set forth in the line items corresponding thereto.
(4) On December 18, 2015, the reporting person contributed 100,000 shares to a GRAT dated December 18, 2015. 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 interest therein.
(5) On December 18, 2015, the reporting person contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(6) On December 18, 2015, the reporting person contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(7) On December 18, 2015, the reporting person contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(8) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a GRAT dated December 18, 2015. 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 interest therein.
(9) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(10) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(11) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(12) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(13) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(14) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(15) On December 18, 2015, the reporting person's spouse contributed 100,000 shares to a separate GRAT dated December 18, 2015. 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 interest therein.
(16) Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is a director and president and owns 50.0% of the outstanding capital stock. The reporting person continues to report beneficial ownership of all the shares held by UFS, but disclaims beneficial ownership of the shares held by UFS except to the extent of his pecuniary interest therein.
(17) Shares held by a trust, of which an adult son of the reporting person is the 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 interest therein.
(18) Shares held by a trust, of which an adult son of the reporting person is the 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 interest therein.
(19) Shares held by a trust, of which an adult son of the reporting person is the 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 interest therein.
(20) Shares held by a trust, of which a son of the reporting person is the beneficiary.
(21) Shares held by a trust, of which a daughter of the reporting person is the beneficiary.

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