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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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
__X__ Officer (give title below)	_____ Other (specify below)
President Emeritus

(Last)

(First)

(Middle)

121 SOUTH 13TH STREET, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2006

(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	11/02/2006		S⁽¹⁾		900	D	$ 28.4	146,666	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		700	D	$ 28.5	145,966	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		400	D	$ 28.52	145,566	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		900	D	$ 28.53	144,666	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		900	D	$ 28.57	143,766	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		800	D	$ 28.6	142,966	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		100	D	$ 28.63	142,866	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		600	D	$ 28.65	142,266	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		413	D	$ 28.67	141,853	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		1,200	D	$ 28.69	140,653	I	by CRUT ⁽²⁾ ⁽³⁾
Class A Common Stock	11/02/2006		S⁽¹⁾		100	D	$ 28.7	140,553	I	by CRUT ⁽²⁾ ⁽³⁾

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		President Emeritus

Signatures

/William J. Munn, Attorney-in-Fact for Don R. Bouc/		11/06/2006
^**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)	Sales were effected pursuant to a Rule 10b5-1 trading plan the Reporting Person entered into on August 3, 2006.
(2)	Don and Nancy Bouc Charitable Remainder Unitrust.
(3)	See Remarks below.
Remarks: As of November 6, 2006, and after taking into effect the transactions reported herein, the reporting person beneficially owns the following shares of Class A Common Stock: (a) 196,913 shares held directly by the reporting person, which total includes shares purchased to date in 2006 through the Issuer's ESPP, (b) 137,037 shares held by the reporting person's spouse,(c) 215,615 shares held by the Don R. Bouc Five Year Grantor Retained Annuity Trust ("GRAT"), which reflects the distribution and transfer as of August 25, 2006 of a total of 27,206 shares which the reporting person now holds, (d) 215,615 shares held by the Nancy L. Bouc Five Year GRAT, which reflects the distribution and transfer as of August 25, 2006 of a total of 27,206 shares which the reporting person's spouse now holds, (e) 110,281 shares held by the Don R. Bouc Three Year GRAT, (f) 110,281 shares held by the Nancy L. Bouc Three Year GRAT, (g) 71,124 shares held by the Don R. Bouc Three Year GRAT #2, (h) 71,124 shares held by the Nancy L. Bouc Three Year GRAT #2, (i) 140,553 shares held by the Don and Nancy Bouc Charitable Remainder Unitrust ("CRUT"), which reflects the sale of shares reported herein, and (j) 68,006 shares held by the Nancy L. Bouc Ten Year GRAT, which reflects the distribution and transfer as of May 24, 2006 of a total of 11,004 shares which the reporting person's spouse now holds. The reporting person continues to report beneficial ownership of all of the shares of Class A Common Stock held by the GRATs and the CRUT, but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interests therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.