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 *

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)

12/14/2021		
(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 	12/14/2021 	 	G(1)(2)	  V	40000 	D	$0 	1889574 	D 	 	
Class A Common Stock 	12/21/2021 	 	G(2)(3)	  V	10000 	D	$0 	1879574 	D 	 	
Class B Common Stock 	12/30/2021 	 	G(4)	  V	320716 	D	$0 	0 	I 	By GRAT 	
Class B Common Stock 	12/30/2021 	 	G(5)	  V	285907 	D	$0 	0 	I 	By GRAT 	
Class B Common Stock 	12/30/2021 	 	G	  V	202208 	A	$0 	353417 (6)	I 	By trust 	
Class B Common Stock 	12/30/2021 	 	G	  V	202207 	A	$0 	353417 (7)	I 	By trust 	
Class B Common Stock 	12/30/2021 	 	G	  V	202208 	A	$0 	353417 (8)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	136900 (9)	D 	 	
Class B Common Stock 	 	 	 	  	 	 	 	262644 (10)	I 	By spouse 	
Class B Common Stock 	 	 	 	  	 	 	 	1600000 (11)	I 	By Dunlap Holdings, LLC 	
Class B Common Stock 	 	 	 	  	 	 	 	1586691 (12)	I 	By corporation 	
Class B Common Stock 	 	 	 	  	 	 	 	875290 (13)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	406594 (14)	I 	By GRAT 	
Class B Common Stocks 	 	 	 	  	 	 	 	481467 (15)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	331969 (16)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	391390 (17)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	466094 (18)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	372199 (19)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	24330 (20)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	25451 (21)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	26014 (22)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	27009 (23)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	26575 (24)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	27500 (25)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	35287 (26)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	36918 (27)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	37737 (28)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	39367 (29)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	38661 (30)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	40000 (31)	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) 	This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 10, 2021.	
(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, sell, or otherwise transfer 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 transfers of stock under the plan and the pre-planned transfers 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) 	This gift to a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on November 16, 2021.	
(4) 	Shares were held by a Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 320,716 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 25,086 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned.	
(5) 	Shares were held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011. In connection with the expiration of the term of the grantor retained annuity trust on December 19, 2021, a total of 285,907 shares were transferred on December 30, 2021 to trusts for the benefit of the reporting person's adult sons as discussed in footnotes (6) through (8) below. A total of 11,321 shares were previously transferred to the reporting person in a final annuity distribution on December 20, 2021 and continue to be reported in this Form 4 as directly owned.	
(6) 	Shares held by a Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.	
(7) 	Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.	
(8) 	Shares held by a separate Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.	
(9) 	Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (4) and (5) above, and in footnotes (13), (18) and (19) below.	
(10) 	Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (14) through (17) below.	
(11) 	Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person and his family. The reporting person continues to report beneficial ownership of all the shares held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.	
(12) 	Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is 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.	
(13) 	Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003, which reflect an annuity distribution from the trust to the reporting person of 6,260 shares on August 27, 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.	
(14) 	Shares held by a Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 19,056 shares on October 18, 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.	
(15) 	Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 4,587 shares on October 18, 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.	
(16) 	Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 20,032 shares on October 18, 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.	
(17) 	Shares held by a separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 12,595 shares on October 18, 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.	
(18) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,945 shares on December 20, 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.	
(19) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 6,472 shares on December 20, 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.	
(20) 	Shares held by a Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(21) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(22) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(23) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(24) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(25) 	Shares held by a separate Michael S. Dunlap Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(26) 	Shares held by a Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(27) 	Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(28) 	Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(29) 	Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(30) 	Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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.	
(31) 	Shares held by a separate Grantor Retained Annuity Trust dated May 12, 2020. 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:
One of two Form 4s filed on January 11, 2022 for the reporting of December 14, 2021, December 21, 2021, and December 30, 2021 gift transactions included in this first Form 4. The second Form 4 includes additional holdings that could not be included in this 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		1/11/2022	
**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.	
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