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)

9/30/2019		
(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 	9/30/2019 	 	G(1)(2)	  V	40000 	D	$0 	2009574 	D 	 	
Class B Common Stock 	 	 	 	  	 	 	 	165741 (3)	D 	 	
Class B Common Stock 	 	 	 	  	 	 	 	245216 (4)	I 	By spouse 	
Class B Common Stock 	 	 	 	  	 	 	 	1600000 (5)	I 	By Dunlap Holdings, LLC 	
Class B Common Stock 	 	 	 	  	 	 	 	889660 (6)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	374650 (7)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	481637 (8)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	313570 (9)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	388727 (10)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	1586691 (11)	I 	By corporation 	
Class B Common Stock 	 	 	 	  	 	 	 	276195 (12)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	444511 (13)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	490033 (14)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	247654 (15)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	376706 (16)	I 	By GRAT 	
Class B Common Stock 	 	 	 	  	 	 	 	419585 (17)	I 	By GRAT 	
Class A Common Stock 	 	 	 	  	 	 	 	4160 	I 	By adult son 	
Class A Common Stock 	 	 	 	  	 	 	 	1983 	I 	By adult son 	
Class A Common Stock 	 	 	 	  	 	 	 	1215 	I 	By adult son 	
Class B Common Stock 	 	 	 	  	 	 	 	125000 (18)	I 	By Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	125000 (19)	I 	By Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	125000 (20)	I 	By Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	151209 (21)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	151210 (22)	I 	By trust 	
Class B Common Stock 	 	 	 	  	 	 	 	151209 (23)	I 	By trust 	
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 (24)	I 	By 2019 Dynasty Trust 	
Class B Common Stock 	 	 	 	  	 	 	 	100 (25)	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) 	This gift was effected pursuant to a Rule 10b5-1 plan that was entered into by the reporting person on August 29, 2019.	
(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) 	Includes shares distributed to the reporting person by grantor retained annuity trusts as discussed in footnotes (7) through (10) below.	
(4) 	Includes shares distributed to the reporting person's spouse by grantor retained annuity trusts as discussed in footnotes (12) through (17) below.	
(5) 	Shares held by Dunlap Holdings, LLC, a family limited liability company which is controlled by the reporting person. The reporting person continues to report beneficial ownership of all the shares of the issuer held by Dunlap Holdings, LLC, but disclaims beneficial ownership of the shares of the issuer held by Dunlap Holdings, LLC except to the extent of his pecuniary interest therein.	
(6) 	Shares held by the Michael S. Dunlap Class B Grantor Retained Annuity Trust dated August 28, 2003. 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 Michael S. Dunlap Grantor Retained Annuity Trust dated December 19, 2011, which reflect an annuity distribution from the trust to the reporting person of 24,598 shares on December 19, 2019. 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 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 4,915 shares on December 19, 2019. 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 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 16,757 shares on December 19, 2019. 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.	
(10) 	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 9,302 shares on December 19, 2019. 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.	
(11) 	Shares held by Union Financial Services, Inc. ("UFS"), of which the reporting person is chairman 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.	
(12) 	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 67,340 shares on October 16, 2019. 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 separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 16,959 shares on October 16, 2019. 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 separate Grantor Retained Annuity Trust dated October 13, 2015, which reflect an annuity distribution from the trust to the reporting person's spouse of 3,333 shares on October 16, 2019. 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 57,467 shares on October 16, 2019. 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 27,592 shares on October 16, 2019. 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 17,665 shares on October 16, 2019. 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 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.	
(19) 	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.	
(20) 	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.	
(21) 	Shares held by the Michael S. Dunlap 2011 Post Annuity Irrevocable Trust, of which an adult son of the reporting person is the beneficiary.	
(22) 	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.	
(23) 	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.	
(24) 	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.	
(25) 	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.	

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		12/20/2019	
**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.