SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nelnet, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
64031N 10 8
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(CUSIP Number)
12/31/2005
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(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)
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* 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 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).
Page 1 of 4 Pages
CUSIP No. 64031N 10 8
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Dunlap, Michael S
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
United States
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
6,271,632 (1)
(6) Shared voting power:
21,735,243 (2)
(7) Sole dispositive power:
6,271,632
(8) Shared dispositive power:
21,735,243
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(9) Aggregate amount beneficially owned by each reporting person.
28,006,875
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
56.3%
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(12) Type of reporting person (see instructions).
IN HC
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(1) Includes (i) 4,570,632 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) and
(ii) 1,701,000 shares of Class B common stock owned by the reporting
person's spouse.
(2) Includes (i) 1,586,691 shares of Class B common stock owned by Union
Financial Services, Inc. (UFS), of which the reporting person is
chairman and owns 50.0% of the outstanding capital stock, (ii) 1,311,381
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 2005 from the GRAT to the grantor under such GRAT of shares of
Class B common stock, and (iii) 537,499 shares of Class B common stock
held by Union Bank as trustee under a GRAT established by another
person, which amount reflects distributions during 2005 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)
11,068,604 shares of Class A common stock owned by Packers Service
Group, Inc. (Packers), of which the reporting person is a director and
an executive officer and owns 28.3% of the outstanding capital stock,
(b) 4,500 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, (c) 2,593,408 shares of
Class A common stock held by Union Bank as trustee under several GRATs,
which amount reflects distributions during 2005 from the GRATs to the
grantors under such GRATs of shares of Class A common stock, and (d)
4,633,160 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 the shares of Class B common stock held by UFS, except to
the extent of the reporting person's pecuniary interest therein. The
reporting person also disclaims beneficial ownership of the 537,499
shares of Class B common stock held by Union Bank as trustee under the
GRAT established by another person. The reporting person further
disclaims beneficial ownership of the 2,593,408 shares of Class A common
stock held by Union Bank as trustee under several GRATs, and of the
4,633,160 shares of Class A common stock held for the accounts of
miscellaneous trusts, IRAs, and investment accounts at Union Bank. The
reporting person also disclaims beneficial ownership of the shares of
Class A common stock held by Packers and F&M, except to the extent of
the reporting person's pecuniary interest therein. This amendment is
filed to reflect changes in the respective number of shares which may be
deemed to be beneficially owned by the reporting person as a result of
the shares of Class B common stock held by Union Bank as trustee under a
GRAT established by another person, the shares of Class A common stock
held by Union Bank as trustee under several GRATs, the shares of Class A
common stock held in accounts at Union Bank, and as a result of the
distribution of shares of Class A common stock and Class B common stock
from the GRATs and gifts of shares of Class B common stock by the
reporting person.
Page 2 of 4 Pages
Item 1(a). Name of Issuer:
Nelnet, Inc.
Item 1(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
Item 2(b). Address or Principal Business Office or, If None, Residence:
121 South 13th Street
Suite 201
Lincoln, Nebraska 68508
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP No.:
64031N 10 8
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 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).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. |_|
Item 4. Ownership
(a) Amount beneficially owned:
28,006,875
(b) Percent of class:
56.3%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote
6,271,632
(ii) Shared power to direct the vote
21,735,243
(iii) Sole power to dispose or direct the disposition of
6,271,632
(iv) Shared power to dispose or direct the disposition of
21,735,243
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than 5 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 or Control
Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications
N/A
Page 3 of 4 Pages
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.
Michael S. Dunlap
Date: 02/14/2006 /s/ William J. Munn
Name: William J. Munn
Title: Attorney-in-Fact
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incor porated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 4 of 4 Pages