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Document Number: 1
File Name: werner13ga.txt
Type: SC 13G/A
Description:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No: 4
Werner Enterprises
------------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------
(Title of Class of Securities)
950755108
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(CUSIP Number)
December 31, 2015
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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:
|X| Rule 13-d-1(b)
Rule 13-d-1(c)
Rule 13-d-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 in 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. 950755108 Schedule 13G
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above
persons (entities only).
Fairpointe Capital LLC 27-4469222
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2. Check the Appropriate Box if a Member
of a Group (See Instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or Place of Organization
Chicago, IL
-------------------------
Number of 5. Sole Voting Power 3755406.0
Shares
Beneficially
Owned
by Each 6. Shared Voting Power 0
Reporting
Person With:
7. Sole Dispositive Power 3805140.0
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by 3805140.0
Each Reporting Person
10. Check if the Aggregate Amount in Row None
(9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount 5.2%
in Row (9)
12. Type of Reporting Person (See IA
Instructions)
Item 1.
(a) Name of Issuer Werner Enterprises Inc
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(b) Address of Issuer's Principal 14507 Frontier Road
Executive Offices ---------------------
Omaha, NE 45308
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Item 2.
(a) Name of Person Filing Fairpointe Capital LLC
---------------------
(b) Address of Principal Business Office 1 N. Franklin Ste. 3300
or, if none, Residence Chicago, IL 60606
---------------------
(c) Citizenship United States
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(d) Title of Class of Securities Common stock
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(e) CUSIP Number 950755108
---------------------
Item 3. If this statement is filed pursuant to Sections 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) [X ] An investment adviser registered under
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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 Section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned 3805140.0
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(b) Percent of class 5.2%
-----
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3755406.0
-----------
(ii) Shared power to vote or to direct the vote 0
-----------
(iii) Sole power to dispose or to direct the 3805140.0
disposition of -----------
(iv) Shared power to dispose or to direct the 0
disposition of -----------
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
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
five 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.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-l(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Section 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Section 240.13d-
1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of
each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.
(b) N/A
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.
February 10, 2016
_____________________________
Date
Michelle Katauskas
_____________________________
Chief Compliance Officer