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 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

HEIMES TERRY J	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)
Chief Operating Officer	
(Last)          (First)          (Middle)

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

3/10/2022		
(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 	3/10/2022 	 	F	  	791 (1)	D	$83.64 (2)	45171 (3)	D 	 	
Class A Common Stock 	3/10/2022 	 	A	  	6052 (4)	A	$0 	51223 	D 	 	
Class A Common Stock 	3/10/2022 	 	A	  	5446 (5)	A	$0 	56669 	D 	 	
Class A Common Stock 	3/10/2022 	 	F	  	2809 (6)	D	$82.62 (7)	53860 	D 	 	
Class A Common Stock 	 	 	 	  	 	 	 	94921 (8)	I 	By revocable trust 	
Class A Common Stock 	 	 	 	  	 	 	 	1167 (9)	I 	By spouse 	
Class A Common Stock 	 	 	 	  	 	 	 	50000 (10)	I 	By revocable trust 	
Class A Common Stock 	 	 	 	  	 	 	 	8920 (11)	I 	By GRAT 	
Class A Common Stock 	 	 	 	  	 	 	 	8920 (12)	I 	By GRAT 	
Class A Common Stock 	 	 	 	  	 	 	 	5000 (13)	I 	By trust 	
Class A Common Stock 	 	 	 	  	 	 	 	5000 (14)	I 	By trust 	
Class A Common Stock 	 	 	 	  	 	 	 	5000 (15)	I 	By trust 	
Class A Common Stock 	 	 	 	  	 	 	 	5000 (16)	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) 	These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).	
(2) 	Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2022.	
(3) 	Includes shares distributed to the reporting person by a grantor retained annuity trust as discussed in footnote (11) below.	
(4) 	These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.	
(5) 	These shares were issued to the reporting person pursuant to the issuer's Restricted Stock Plan, as the annual personal performance-based incentive bonus compensation for 2021 paid in stock, which the reporting person became entitled to receive on March 10, 2022.	
(6) 	Shares that were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the March 10, 2022 award by the issuer of 5,446 shares of bonus compensation stock.	
(7) 	Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the average market closing price of the shares for March 1, 2022 through March 7, 2022.	
(8) 	Shares held by a revocable trust established by the reporting person, of which trust the reporting person is the sole trustee and sole lifetime beneficiary.	
(9) 	Includes shares distributed to the reporting person's spouse by a grantor retained annuity trust as discussed in footnote (12) below.	
(10) 	Shares held by a revocable trust established by the reporting person's spouse, of which trust the reporting person's spouse is the sole trustee and sole lifetime beneficiary.	
(11) 	Shares held by a grantor retained annuity trust ("GRAT") established by the reporting person on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person of 1,080 shares on March 15, 2021. 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) 	Shares held by a GRAT established by the reporting person's spouse on March 11, 2020, which reflect an annuity distribution from the trust to the reporting person's spouse of 1,080 shares on March 15, 2021. 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) 	Shares held by a trust for the benefit of a son of the reporting person. 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) 	Shares held by a trust for the benefit of another son of the reporting person. 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) 	Shares held by a trust for the benefit of another son of the reporting person. 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 a trust for the benefit of the daughter of the reporting person. 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.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
HEIMES TERRY J
121 SOUTH 13TH STREET
SUITE 100
LINCOLN, NE 68508			Chief Operating Officer		

Signatures		
/s/ Audra Hoffschneider, Attorney-in-Fact for Terry J. Heimes		3/14/2022	
**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.