FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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 *

DUNLAP MICHAEL S	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
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman of Board	
(Last)          (First)          (Middle)

121 SOUTH 13TH STREET, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY)

8/24/2023		
(Street)

LINCOLN, NE 68508	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	
(City)        (State)        (Zip)			

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 	 	 	 	  	 	 	 	125,000 (1)	I 	By Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	67,439 (2)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	67,439 (3)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	67,439 (4)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	65,183 (5)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	65,183 (6)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	65,183 (7)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	4,160 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	1,983 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	1,215 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	100 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	100 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	100 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	100 (8)	I 	By 2019 Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	100 (9)	I 	By 2019 Dynasty 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 held by a separate Dynasty Trust established by the reporting person in 2011, of which an adult son of the reporting person is the initial 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.	
(2) 	Shares held by a 2015 post annuity irrevocable 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.	
(3) 	Shares held by a separate 2015 post annuity irrevocable 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.	
(4) 	Shares held by a separate 2015 post annuity irrevocable 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.	
(5) 	Shares held by a separate 2015 post annuity irrevocable 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.	
(6) 	Shares held by a separate 2015 post annuity irrevocable 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.	
(7) 	Shares held by a separate 2015 post annuity irrevocable 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.	
(8) 	Shares held by a Dynasty Trust established by the reporting person in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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) 	Shares held by a Dynasty Trust established by the reporting person's spouse in 2019, of which the adult sons of the reporting person and his spouse are the initial beneficiaries. 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.	

Remarks:
Two of two Form 4s filed on August 28, 2023 for the reporting of an August 24, 2023 exchange of shares included in the first Form 4. This second Form 4 includes holdings that could not be included in the first Form 4 due to a limitation on the number of line items that can be included per table in a single Form 4.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
DUNLAP MICHAEL S
121 SOUTH 13TH STREET
SUITE 100
LINCOLN, NE 68508	X	X	Executive Chairman of Board		

Signatures		
/s/ Audra Hoffschneider, Attorney-in-Fact for Michael S. Dunlap		8/28/2023	
**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.