Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No.     )

 

 

SOUTHWEST AIRLINES CO.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

844741108

(CUSIP Number)

December 31, 2016

(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)

☐ Rule 13d-1 (d)

 

*	The remainder of this cover page shall be filled out for a reporting persons 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 (the 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.)

 

 

 

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CUSIP No.		844741108				13G		Page 2 of 11  Pages

 

1		NAME OF REPORTING PERSON   Warren E. Buffett
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   NONE
				6		SHARED VOTING POWER   43,203,775 shares of Common Stock
				7		SOLE DISPOSITIVE POWER   NONE
				8		SHARED DISPOSITIVE POWER   43,203,775 shares of Common Stock
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   43,203,775 shares of Common Stock
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   Not Applicable.
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.0%
12		TYPE OF REPORTING PERSON   IN

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CUSIP No.		844741108				13G		Page 3 of 11  Pages

 

1		NAME OF REPORTING PERSON   Berkshire Hathaway Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   NONE
				6		SHARED VOTING POWER   43,203,775 shares of Common Stock
				7		SOLE DISPOSITIVE POWER   NONE
				8		SHARED DISPOSITIVE POWER   43,203,775 shares of Common Stock
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   43,203,775 shares of Common Stock
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   Not applicable.
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.0%
12		TYPE OF REPORTING PERSON   HC, CO

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CUSIP No.		844741108				13G		Page 4 of 11  Pages

 

1		NAME OF REPORTING PERSON   National Indemnity Company
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   NONE
				6		SHARED VOTING POWER   43,195,053 shares of Common Stock
				7		SOLE DISPOSITIVE POWER   NONE
				8		SHARED DISPOSITIVE POWER   43,195,053 shares of Common Stock
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   43,195,053 shares of Common Stock
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   Not applicable.
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.0%
12		TYPE OF REPORTING PERSON   IC, CO

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CUSIP No.		844741108				13G		Page 5 of 11  Pages

 

1		NAME OF REPORTING PERSON   Medical Protective Company
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Indiana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   NONE
				6		SHARED VOTING POWER   8,722 shares of Common Stock
				7		SOLE DISPOSITIVE POWER   NONE
				8		SHARED DISPOSITIVE POWER   8,722 shares of Common Stock
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,722 shares of Common Stock
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   Not applicable.
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   Less than 0.1%
12		TYPE OF REPORTING PERSON   IC, CO

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Page 6 of 11 Pages

Item 1.

 

(a)

Name of Issuer

Southwest Airlines Co.

 

(b)

Address of Issuers Principal Executive Offices

P.O. Box 36611,Dallas, TX 75235

Item 2(a). Name of Person Filing:

Item 2(b). Address of Principal Business Office:

Item 2(c). Citizenship:

 

Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen		Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation
National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation
Medical Protective Company 5814 Reed Road Fort Wayne, IN 46835 Indiana corporation

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Page 7 of 11 Pages

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

844741108

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:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).

National Indemnity Company and Medical Protective Company are each an Insurance Company as defined in section 3(a)(19) of the Act.

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

See the Cover Pages for each of the Reporting Persons.

 

(b)

Percent of Class

See the Cover Pages for each of the Reporting Persons.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

(ii)

shared power to vote or to direct the vote

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Page 8 of 11 Pages

 

(iii)

sole power to dispose or to direct the disposition of

 

(iv)

shared power to dispose or to direct the disposition of

See the Cover Pages for each of the Reporting Persons.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five 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.

See Exhibit A.

Item 8. Identification and Classification of Members of the Group.

See Exhibit A.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

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, other than activities solely in connection with a nomination under § 240.14a-11.

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Page 9 of 11 Pages

SIGNATURES

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.

Dated this 14^th day of February, 2017

 

 

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SCHEDULE 13G

EXHIBIT A

RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP

PARENT HOLDING COMPANIES OR CONTROL PERSONS:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)

Berkshire Hathaway Inc.

INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:

National Indemnity Company

Medical Protective Company

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SCHEDULE 13G

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of Southwest Airlines Co. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.

 

Dated: February 14, 2017				/S/ Warren E. Buffett
				Warren E. Buffett
				Berkshire Hathaway Inc.
Dated: February 14, 2017				/S/ Warren E. Buffett
				By: Warren E. Buffett Title: Chairman of the Board
				National Indemnity Company
Dated: February 14, 2017				/S/ Marc D. Hamburg
				By: Marc D. Hamburg Title: Chairman of the Board
				Medical Protective Company
Dated: February 14, 2017				/S/ Daniel Landrigan
				By: Daniel Landrigan Title: Chief Financial Officer