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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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) Chairman and CEO (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 201 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012 (Street) LINCOLN, NE 68508 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/31/2012   J(1)   56,718 A $ 0 2,419,574 D   Class A Common Stock 12/31/2012   J(1)   52,675 A $ 0 52,675 I By spouse Class A Common Stock 12/31/2012   J(1)   4,160 A $ 0 4,160 I By son Class A Common Stock 12/31/2012   J(1)   1,983 A $ 0 1,983 I As UTMA custodian for son Class A Common Stock 12/31/2012   J(1)   1,215 A $ 0 1,215 I As UTMA custodian for son Class A Common Stock 12/31/2012   J(1)   404,500 D $ 0 0 I By corporation Class A Common Stock 01/02/2013   G(2) V 20,000 D $ 0 2,399,574 D   Class B Common Stock               1,484,453 (3) D   Class B Common Stock               982,260 (4) I By GRAT Class B Common Stock               1,701,000 I By spouse Class B Common Stock               1,586,691 (5) I By corporation Class A Common Stock               3,748 (6) I By 401(k) plan Class B Common Stock               125,000 (7) I By Dynasty Trust Class B Common Stock               125,000 (8) I By Dynasty Trust Class B Common Stock               125,000 (9) I By Dynasty Trust Class B Common Stock               500,000 (10) I By GRAT Class B Common Stock               500,000 (11) I By GRAT Class B Common Stock               500,000 (12) I By GRAT Class B Common Stock               500,000 (13) I By GRAT Class B Common Stock               500,000 (14) I By GRAT Class B Common Stock               500,000 (15) I By GRAT Class B Common Stock               100 I By son Class B Common Stock               100 I By son Class B Common Stock               100 I By son

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUNLAP MICHAEL S 121 SOUTH 13TH STREET SUITE 201 LINCOLN, NE 68508	X	X	Chairman and CEO

Signatures

/s/ Kirsten Hoppe, Attorney-in-Fact for Michael S. Dunlap		01/03/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were previously held by Farmers & Merchants Investment Inc. ("F&M"), of which the reporting person is a director, executive officer, and owns or controls approximately 22% of the outstanding voting stock, and of which the reporting person's spouse owns approximately 18% of the outstanding voting stock. On December 31, 2012, F&M made a pro rata dividend distribution to all of its shareholders of the total of 404,500 shares of the issuer's stock previously held by F&M. The receipt of the shares in the pro rata dividend distribution for no consideration is exempt under Rule 16a-9(a). The reporting person had previously reported beneficial ownership of all the shares held by F&M, but disclaimed beneficial ownership of the shares held by F&M except to the extent of his pecuniary interests therein.
(2)	The gift reported in this Form 4 was effected pursuant to a Rule 10b5-1 Stock Gift Plan entered into by the reporting person on November 30, 2012.
(3)	Includes shares distributed from a Grantor Retained Annuity Trust as discussed in footnote (4) below.
(4)	Shares held by the Michael S. Dunlap Grantor Retained Annuity Trust dated August 28, 2003, which reflect the distribution and transfer from the trust to the reporting person of 31,900 shares on August 27, 2012. 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)	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 interests therein.
(6)	The reporting person has acquired a total of 384 shares under the issuer's 401(k) plan since the filing of the reporting person's last Section 16 report on February 16, 2012.
(7)	Shares held by a Dynasty Trust, of which a 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.
(8)	Shares held by a Dynasty Trust, of which a 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.
(9)	Shares held by a Dynasty Trust, of which a 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.
(10)	Shares held by a separate Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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 a separate Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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 separate Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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 Michael S. Dunlap Class B Grantor Retained Annuity Trust dated December 19, 2011. 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: Exhibit List Exhibit 24 - Power of Attorney

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