Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Hays Michael D.	2. Issuer Name and Ticker or Trading Symbol NATIONAL RESEARCH CORP [ NRCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) CEO
(Last)          (First)          (Middle) C/O NATIONAL RESEARCH CORPORATION, 1245 "Q" STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/28/2013
(Street) LINCOLN, NE 68508 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	2/28/2013		G	V	125000	D	$0	3615215   (1)	D
Common Stock	2/28/2013		G	V	125000	D	$0	125250   (2)	I	By Spouse
Common Stock								25	I   (3)	By Spouse & Daughter Jt

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Employee Stock Option (right to buy)	$16.1							(4)	1/5/2014	Common Stock	18298		18298	D
Employee Stock Option (right to buy)	$17.25							(5)	1/5/2016	Common Stock	11078		11078	D
Employee Stock Option (right to buy)	$22.87							(6)	1/5/2017	Common Stock	8356		8356	D
Employee Stock Option (right to buy)	$26.5							(7)	1/4/2018	Common Stock	7211		7211	D
Employee Stock Option (right to buy)	$28.51							(8)	1/5/2019	Common Stock	6703		6703	D
Employee Stock Option (right to buy)	$21.65							(9)	1/5/2020	Common Stock	8827		8827	D
Employee Stock Option (right to buy)	$32.31							(10)	1/5/2021	Common Stock	5915		5915	D
Employee Stock Option (right to buy)	$38.35							(11)	1/5/2022	Common Stock	4983		4983	D
Employee Stock Option (right to buy)	$52.42							(12)	1/7/2023	Common Stock	3646		3646	D

Explanation of Responses:
( 1)	Does not include 125,000 shares currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays over the next two years.
( 2)	Does not include 125,000 shares currently held in a certain GRAT agreement, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.
( 3)	The reporting person disclaims beneficial ownership of these shares.
( 4)	This option became fully exercisable on January 5, 2009.
( 5)	This option became fully exercisable on January 5, 2011.
( 6)	This option became fully exercisable on January 5, 2012.
( 7)	This option became fully exercisable on January 4, 2013.
( 8)	This option becomes fully exercisable on January 5, 2014.
( 9)	This option becomes fully exercisable on January 5, 2015.
( 10)	This option becomes fully exercisable on January 5, 2016.
( 11)	This option becomes fully exercisable on January 5, 2017.
( 12)	This option becomes fully exercisable on January 7, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hays Michael D. C/O NATIONAL RESEARCH CORPORATION 1245 "Q" STREET LINCOLN, NE 68508	X	X	CEO

Signatures
/s/ Russell E. Ryba, Attorney-In-Fact for Michael D. Hays		3/18/2013
** Signature of Reporting Person		Date

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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.