| Item 1. | |
| (a) | Name of issuer:
Nelnet, Inc. |
| (b) | Address of issuer's principal executive offices:
121 South 13th Street, Suite 100, Lincoln, Nebraska 68508 |
| Item 2. | |
| (a) | Name of person filing:
Whitetail Rock Capital Management, LLC |
| (b) | Address or principal business office or, if none, residence:
121 South 13th Street
Suite 100
Lincoln, Nebraska 68508 |
| (c) | Citizenship:
Nebraska |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The reporting person may be deemed to have shared voting and dispositive power over 402,205 shares of Class A common stock and 6,479,771 shares of Class B common stock (which shares 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). The shares of Class B common stock are held in (i) two separate grantor retained annuity trusts ("GRATs") and three separate other trusts (collectively, the "Dynasty Trusts") established by Michael S. Dunlap in 2011; (ii) three separate post-annuity trusts established in connection with the expiration of the annuity terms of other separate GRATs established by Mr. Dunlap in 2011 (collectively, the "2011 Post-Annuity Trusts"); (iii) two separate GRATs established by Mr. Dunlap's spouse in 2015; (iv) six separate post-annuity trusts established upon the expiration of the annuity term of other GRATs established by Mr. Dunlap's spouse in 2015 (collectively, the "2015 Post-Annuity Trusts"); (v) eight separate GRATs established by Mr. Dunlap and his spouse in 2020; (vi) three separate post-annuity trusts established upon the expiration of the annuity term of other separate GRATs established by Mr. Dunlap's spouse in 2020 (collectively, the "2020 Dunlap Post-Annuity Trusts"); (vii) four separate GRATs established by Shelby J. Butterfield, the widow of Stephen F. Butterfield, in 2015; (viii) two separate post-annuity trusts established following the termination of a charitable lead annuity trust established by Mr. Butterfield in 2016 (together, the "Post-CLAT Trusts"); (ix) the Stephen F. Butterfield GST Non-Exempt Marital Trust (the "Butterfield GST Non-Exempt Marital Trust") and the Stephen F. Butterfield GST Exempt Marital Trust; and (x) two separate trusts for the benefit of the children of Ms. Butterfield (collectively, the "Butterfield Children Trusts"). The shares of Class A common stock are held in (a) four separate GRATs established by Angela L. Muhleisen in 2020; (b) four separate post-annuity trusts established in connection with the expiration of the annuity terms of other separate GRATs established by Dan D. Muhleisen (deceased spouse of Ms. Muhleisen) in 2020 (together, the "2020 Muhleisen Post-Annuity Trusts"); (c) four separate GRATs established by Ms. Muhleisen in 2022; and (d) the Butterfield GST Non-Exempt Marital Trust. All of the GRATs, along with the Dynasty Trusts, the 2011 Post-Annuity Trusts, the 2015 Post-Annuity Trusts, the 2020 Dunlap Post-Annuity Trusts, the Post-CLAT Trusts, the Butterfield GST Non-Exempt Marital Trust, the Stephen F. Butterfield GST Exempt Marital Trust, the Butterfield Children Trusts, and the 2020 Muhleisen Post-Annuity Trusts, referred to herein, are collectively referred to herein as the "Trusts". Under the Trusts, the reporting person, which is registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940, has been designated to serve as investment adviser with investment power with respect to shares of the issuer's stock held by the Trusts and voting power with respect to shares of the issuer's stock held by the Trusts, including, with respect to the Butterfield GST Non-Exempt Marital Trust, shares of the issuer's stock held indirectly through the holding of 50% of the outstanding capital stock of Union Financial Services, Inc. ("UFS"), which holds a total of 1,586,691 shares of Class B common stock. Accordingly, the reporting person is reporting beneficial ownership pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the subject securities held by the Trusts, including, with respect to the Butterfield GST Non-Exempt Marital Trust, securities held indirectly through UFS. The reporting person is not a beneficiary of any of the Trusts, does not have any pecuniary interest under the provisions of Rule 16a-1(a)(2) under the Exchange Act in the securities held by the Trusts, and, for purposes of Section 16 of the Exchange Act pursuant to the provisions of Rule 16a-1(a)(1) thereunder, is not deemed to be the beneficial owner of the securities held in the Trusts for the benefit of third parties. The reporting person is a majority owned subsidiary of the issuer, of which Michael S. Dunlap is Executive Chairman of the Board of Directors and a significant shareholder, Angela L. Muhleisen (a sister of Mr. Dunlap) is a significant shareholder, Shelby J. Butterfield is a significant shareholder, and Stephen F. Butterfield was Vice Chairman of the Board of Directors and a significant shareholder. |
| (b) | Percent of class:
21.6% |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
6,881,976
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
6,881,976
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As discussed Item 4(a) above, which is incorporated by reference herein, the securities resulting in the filing of this Schedule by the reporting person, in its capacity as investment adviser, are held by the Trusts and by UFS, 50% of the outstanding capital stock of which is held by the Butterfield GST Non-Exempt Marital Trust and the other 50% of the outstanding capital stock of which is held by Michael S. Dunlap, who is also president and treasurer of UFS. The Trusts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities that the Trusts hold. UFS has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,586,691 shares of Class B common stock that UFS holds, which represents more than five percent of the class of securities to which this Schedule relates. Except for the Butterfield GST Non-Exempt Marital Trust, which through its holding of 50% of the outstanding capital stock of UFS as well as securities of the issuer it holds directly may be deemed to have such right or power related to more than five percent of the class of securities to which this Schedule relates, no individual Trust has such right or power related to more than five percent of the class of securities to which this Schedule relates. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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