Sec Form 4 Filing - BOUC DON R @ NELNET INC - 2007-02-13

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 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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1. Name and Address of Reporting Person BOUC DON R 2. Issuer Name and Ticker or Trading Symbol NELNET INC [ NNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President Emeritus (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2007 (Street) LINCOLN, NE68508 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/13/2007 D( 1 ) 150,000 D $ 24.4896 85,833 ( 2 ) D Class A Common Stock 02/13/2007 D( 1 ) 60,000 D $ 24.4896 40,987 I By spouse Class A Common Stock 02/13/2007 D( 1 ) 125,000 D $ 24.4896 90,615 I By Reporting Person's Five-Year GRAT Class A Common Stock 02/13/2007 D( 1 ) 125,000 D $ 24.4896 90,615 I By Reporting Person's Spouse Five-Year GRAT Class A Common Stock 02/13/2007 D( 1 ) 40,000 D $ 24.4896 100,553 I By CRUT

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 BOUC DON R 121 SOUTH 13TH STREET, SUITE 201 LINCOLN, NE68508 X President Emeritus Signatures /William J. Munn, Attorney-in-Fact for Don R. Bouc/ 02/15/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were acquired from the Reporting Person and related entities by the Issuer in private transactions pursuant to the Issuer's stock repurchase program. ( 2 )Includes 2,150 Class A Common Shares issued to the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

Remarks: As of the date hereof, and in addition to the holdings reported above, the reporting person also indirectly holds the following shares of Class A Common Stock: (a) 71,124 shares of Class A Common Stock held in the name of the Don R. Bouc Three-Year Grantor Retained Annuity Trust ("GRAT") #2; (b) 71,124 shares of Class A Common Stock held in the name of the Nancy L. Bouc Three-Year GRAT #2; and (c) 68,006 shares of Class A Common Stock held in the name of the Nancy L. Bouc Ten Year GRAT. The reporting person continues to report beneficial ownership of all of the shares of Class A Common Stock held by these GRATs.

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).

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