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)

8/27/2010		
(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  	8/27/2010  	 	S (1) (2)	  	100000.0000  	D	$22.1000  	242730.0000   (3)	I  	By trust  	
Class A Common Stock  	 	 	 	  	 	 	 	24291.0000   (4)	I  	By trust  	
Class A Common Stock  	 	 	 	  	 	 	 	56112.0000   (5)	D  	 	
Class A Common Stock  	 	 	 	  	 	 	 	195187.0000   (6)	I  	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 November 13, 2009. The Plan provides for the sale of up to a maximum of 400,000 shares of the issuer's Class A Common Stock, subject to limit price provisions and an expiration date of February 11, 2012. 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) 	Shares held by The Noordhoek Charitable Remainder Unitrust I (of which the reporting person is the sole nonchartiable 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.	
(  5) 	Includes 4,610 shares issued pursuant to the issuer's Employee Share Purchase Plan. The number of shares held by the reporting person reflects the distribution to the reporting person of 21,100 shares from a grantor retained annuity trust as discussed in Note (6) below.	
(  6) 	Shares held by the Jeffrey Noordhoek 2003 Grantor Retained Annuity Trust. The number of shares held by the trust reflects the distribution by the trust of 21,100 shares to the reporting person effective August 27, 2010. 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		8/27/2010	
** 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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