UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
NELNET, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
64031N 10 8
(CUSIP Number)
12/31/2007
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 64031N 10 8
1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dunlap, Michael S.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of 5) Sole Voting Power 8,829,089 (1) (3)
Shares
Beneficially ----------------------------------------------------------
Owned
by Each 6) Shared Voting Power 9,732,191 (2) (3)
Reporting
Person ----------------------------------------------------------
With:
7) Sole Dispositive Power 8,829,089 (1) (3)
----------------------------------------------------------
8) Shared Dispositive Power 9,732,191 (2) (3)
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 18,561,280 (3)
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 39.0%
12) Type of Reporting Person (See Instructions) IN HC
2
(1) Includes (i) 4,634,878 shares of Class B common stock (which are
convertible into the same number of shares of Class A common stock at the
option of the holder at any time, with each share of Class A common stock
having one vote and each share of Class B common stock having ten votes on
all matters to be voted upon by the issuer's shareholders); (ii) 1,701,000
shares of Class B common stock owned by the reporting person's spouse;
(iii) 355 shares of Class A common stock held indirectly by the reporting
person that were issued under the issuer's 401(k) plan matching stock
program; and (iv) 2,492,856 shares of Class A common stock that were
issued to the reporting person when Packers Service Group, Inc.
("Packers"), which held 11,068,604 shares of Class A common stock, was
merged with and into a wholly owned subsidiary of the issuer (the
"Merger") in exchange for the issuance to the shareholders of Packers
(including the reporting person, who owned 28.3% of the outstanding
capital stock of Packers at the time of the Merger and thus had previously
reported beneficial ownership of the 11,068,604 shares of Class A common
stock held by Packers) of a total of 10,594,181 shares of the issuer's
Class A common stock. The number of shares of Class A common stock that
were issued to the reporting person through the Merger stated herein also
reflects a donation of 500,000 shares of Class A common stock made by the
reporting person to a charitable fund.
(2) Includes (i) 1,586,691 shares of Class B common stock owned by Union
Financial Services, Inc., of which the reporting person is chairman and
owns 50.0% of the outstanding capital stock, (ii) 1,207,135 shares of
Class B common stock held by Union Bank and Trust Company ("Union Bank"),
of which the reporting person is non-executive chairman and a significant
shareholder through Farmers & Merchants Investment Inc. ("F&M"), as
trustee for a grantor retained annuity trust ("GRAT") established by the
reporting person, which amount reflects distributions during 2007 from the
GRAT to the grantor under such GRAT of shares of Class B common stock, and
(iii) 461,358 shares of Class B common stock held by Union Bank as trustee
under a GRAT established by another person, which amount reflects
distributions during 2007 from the GRAT to the grantor under such GRAT of
shares of Class B common stock. Also includes shares of Class A common
stock that are owned by entities that the reporting person may be deemed
to control, consisting of: (a) 404,500 shares of Class A common stock
owned by F&M, of which the reporting person is a director and an executive
officer and owns or controls 38.4% of the outstanding voting stock, (b)
1,692,948 shares of Class A common stock held by Union Bank as trustee
under several GRATs and Charitable Remainder Unitrusts ("CRUTs"), which
amount reflects distributions during 2007 from the GRATs and CRUTs to the
grantors under such GRATs and CRUTs of shares of Class A common stock, (c)
2,082,857 shares of Class A common stock held by Union Bank for accounts
of Angela L. Muhleisen, a sister of the reporting person, or her spouse,
(d) 235,000 shares of Class A common stock held by Union Bank for a
charitable foundation, (e) 45,000 shares of Class A common stock held by
Union Bank for its profit sharing plan, and (f) 2,016,702 shares of Class
A common stock held for the accounts of miscellaneous trusts, IRAs, and
investment accounts at Union Bank, which is a commercial bank. The
reporting person disclaims beneficial ownership of such shares except to
the extent that the reporting person actually has or shares voting power
or investment power with respect to such shares.
(3) All amounts in Items 5-9 are as of December 31, 2007.
3
ITEM 1.
(a) Name of Issuer:
Nelnet, Inc.
(b) Address of Issuer's Principal Executive Offices:
121 South 13th Street
Suite 201
Lincoln, Nebraska 68508
ITEM 2.
(a) Name of Person Filing:
Dunlap, Michael S.
(b) Address of Principal Business Office or, if none, Residence:
121 South 13th Street
Suite 201
Lincoln, Nebraska 68508
(c) Citizenship:
United States
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number:
64031N 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
4
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
18,561,280
(b) Percent of class:
39.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
8,829,089 (1)
(ii) Shared power to vote or to direct the vote:
9,732,191 (2)
(iii) Sole power to dispose or to direct the disposition of:
8,829,089 (3)
(iv) Shared power to dispose or to direct the disposition of:
9,732,191 (4)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
5
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATIONS
Not applicable.
1. See Item (5) footnotes above.
2. See Item (6) footnotes above.
3. See Item (7) footnotes above.
4. See Item (8) footnotes above.
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: 02/14/2008
Michael S. Dunlap
/s/ William J. Munn
------------------------------------
Name: William J. Munn
Title: Attorney-in-fact*
*Pursuant to the power of attorney filed on September 6, 2005 as an exhibit to
this statement and incorporated herein by reference.
7