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
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OMB Number: 3235-0287
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

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 (MM/DD/YYYY)

12/18/2015		
(Street)

SCOTTSDALE, AZ 85251
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	800100  	D	$0  	895003   (1) (2)	D  	 	
Class B Common Stock  	12/18/2015  	 	G	  V	800100  	A	$0  	100   (3)	I  	By spouse  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (4)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (5)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (6)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (7)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (8)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (9)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (10)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (11)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (12)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (13)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (14)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	100000   (15)	I  	By GRAT  	
Class B Common Stock  	 	 	 	  	 	 	 	1586691   (16)	I  	By corporation  	
Class B Common Stock  	 	 	 	  	 	 	 	50425   (17)	I  	By trust  	
Class B Common Stock  	 	 	 	  	 	 	 	50425   (18)	I  	By trust  	
Class B Common Stock  	 	 	 	  	 	 	 	50425   (19)	I  	By trust  	
Class B Common Stock  	 	 	 	  	 	 	 	50425   (20)	I  	By trust  	
Class B Common Stock  	 	 	 	  	 	 	 	50425   (21)	I  	By trust  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					

Explanation of Responses:	
(  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.	

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		1/8/2016	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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.