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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                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

NOORDHOEK JEFFREY R	2. Issuer Name and Ticker or Trading Symbol

NELNET INC [ NNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President/Executive Director	
(Last)          (First)          (Middle)

121 SOUTH 13TH STREET, SUITE 201	3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2009		
(Street)

LINCOLN, NE 68508
(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 A Common Stock  	4/13/2009  	 	S (1) (2)	  	70355  	D	$10.000  	562901  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	163  	D	$10.010  	562738  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	100  	D	$10.015  	562638  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	300  	D	$10.020  	562338  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	1000  	D	$10.025  	561338  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	500  	D	$10.030  	560838  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	100  	D	$10.035  	560738  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	28  	D	$10.040  	560710  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	3100  	D	$10.050  	557610  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	100  	D	$10.0550  	557510  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	2600  	D	$10.060  	554910  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	3000  	D	$10.065  	551910  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	7854  	D	$10.070  	544056  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	1200  	D	$10.075  	542856  	I   (3)	By trust  	
Class A Common Stock  	4/13/2009  	 	S (1) (2)	  	3100  	D	$10.080  	539756  	I   (3)	By trust  	
Class A Common Stock  	4/14/2009  	 	S (1) (2)	  	200  	D	$10.00  	539556  	I   (3)	By trust  	
Class A Common Stock  	 	 	 	  	 	 	 	54653   (4)	D  	 	
Class A Common Stock  	 	 	 	  	 	 	 	25799  	I   (5)	By trust  	
Class A Common Stock  	 	 	 	  	 	 	 	243943  	I   (6)	By GRAT  	

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) 	These shares were sold by the Jeffrey R. Noordhoek Living Trust pursuant to a Rule 10b5-1 Sales Plan (the "Plan") entered into on December 16, 2008. The Plan provides for the sale of up to a maximum of 200,000 shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date of March 17, 2010. To the extent any future sales occur pursuant to the Plan, such sales will be publicly disclosed in Form 4 filings with the Securities and Exchange Commission. The Jeffrey R. Noordhoek Living Trust is selling the shares for diversification and estate planning purposes.	
(  2) 	Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows executives of a company who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the executive does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the executive may receive.	
(  3) 	Shares held by the Jeffrey R. Noordhoek Living Trust, which is a revocable trust for the benefit of the reporting person and his spouse and dependents.	
(  4) 	Includes 4,409 shares issued pursuant to the issuer's Employee Share Purchase Plan.	
(  5) 	Shares held by The Noordhoek Charitable Remainder Unitrust I, of which the reporting person is the sole noncharitable 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 interests therein.	
(  6) 	Shares held by the Jeffrey Noordhoek 2003 Grantor Retained Annuity Trust. 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 interests therein.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
NOORDHOEK JEFFREY R
121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NE 68508			President/Executive Director		

Signatures		
/s/ Angie R. Miller, Attorney-in-Fact for Jeffrey R. Noordhoek		4/15/2009	
** 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.	
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