SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ICE CARL R
(Last) (First) (Middle)
BURLINGTON NORTHERN SANTA FE CORPORATION
2650 LOU MENK DRIVE
(Street)
FORT WORTH TX 76131-2830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BURLINGTON NORTHERN SANTA FE, LLC [ BNI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, $0.01 par value 02/12/2010 D 89,815 D (1) 22,065 D
Common Stock, $0.01 par value 02/12/2010 D 22,065 D (2) 0 D
Common Stock, $0.01 par value 02/12/2010 D 620 D (1) 0 I By son
Common Stock, $0.01 par value 02/12/2010 D 620 D (1) 0 I By daughter
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $31.225 02/12/2010 D 1,067 06/11/2004 04/25/2012 Common Stock, $0.01 par value 1,067 (3) 0 D
Stock Option (Right to Buy) $31.225 02/12/2010 D 2,133 06/11/2004 04/25/2011 Common Stock, $0.01 par value 2,133 (4) 0 D
Stock Option (Right to Buy) $45.945 02/12/2010 D 724 06/13/2005 04/25/2011 Common Stock, $0.01 par value 724 (5) 0 D
Stock Option (Right to Buy) $49.21 02/12/2010 D 1,354 (6) 05/02/2015 Common Stock, $0.01 par value 1,354 (6) 0 D
Stock Option (Right to Buy) $49.21 02/12/2010 D 41,769 (7) 05/02/2015 Common Stock, $0.01 par value 41,769 (7) 0 D
Stock Option (Right to Buy) $54.075 02/12/2010 D 37,890 03/06/2006 04/25/2012 Common Stock, $0.01 par value 37,890 (8) 0 D
Stock Option (Right to Buy) $54.075 02/12/2010 D 8,722 03/06/2006 01/01/2013 Common Stock, $0.01 par value 8,722 (9) 0 D
Stock Option (Right to Buy) $78.66 02/12/2010 D 2,997 09/06/2006 01/01/2013 Common Stock, $0.01 par value 2,997 (10) 0 D
Stock Option (Right to Buy) $79.875 02/12/2010 D 1,251 11/01/2006 04/24/2013 Common Stock, $0.01 par value 1,251 (11) 0 D
Stock Option (Right to Buy) $79.875 02/12/2010 D 18,953 11/01/2006 04/24/2013 Common Stock, $0.01 par value 18,953 (12) 0 D
Stock Option (Right to Buy) $80.17 02/12/2010 D 1,245 (13) 04/27/2016 Common Stock, $0.01 par value 1,245 (13) 0 D
Stock Option (Right to Buy) $80.17 02/12/2010 D 35,755 (14) 04/27/2016 Common Stock, $0.01 par value 35,755 (14) 0 D
Stock Option (Right to Buy) $88.685 02/12/2010 D 20,788 10/30/2007 04/29/2014 Common Stock, $0.01 par value 20,788 (15) 0 D
Stock Option (Right to Buy) $88.685 02/12/2010 D 1,126 10/30/2007 04/29/2014 Common Stock, $0.01 par value 1,126 (16) 0 D
Stock Option (Right to Buy) $88.77 02/12/2010 D 41,100 (17) 04/26/2017 Common Stock, $0.01 par value 41,100 (17) 0 D
Stock Option (Right to Buy) $105.23 02/12/2010 D 53,500 (18) 05/01/2018 Common Stock, $0.01 par value 53,500 (18) 0 D
Stock Option (Right to Buy) $64.97 02/12/2010 D 77,270 (19) 04/27/2019 Common Stock, $0.01 par value 77,270 (19) 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and Berkshire Hathaway Inc. in exchange for either Berkshire Hathaway Inc. shares or cash, as elected.
2. Restricted stock units payable in common stock. These units were converted into restricted stock units payable in Berkshire Hathaway Inc. Class B common stock in connection with the merger.
3. This option was converted into an option to purchase 1,431 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $23.28 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
4. This option was converted into an option to purchase 2,862 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $23.28 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
5. This option was converted into an option to purchase 971 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $34.25 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
6. This option was converted into an option to purchase 1,816 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $36.68 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three installments on May 2, 2006, May 2, 2007 and May 2, 2008.
7. This option was converted into an option to purchase 56,046 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $36.68 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three annual installments on May 2, 2006, May 2, 2007 and May 2, 2008.
8. This option was converted into an option to purchase 50,841 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $40.30 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
9. This option was converted into an option to purchase 11,703 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $40.30 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
10. This option was converted into an option to purchase 4,021 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $58.63 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
11. This option was converted into an option to purchase 1,678 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.53 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
12. This option was converted into an option to purchase 25,431 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.53 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
13. This option was converted into an option to purchase 1,670 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.75 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three annual installments on April 27, 2007, April 27, 2008 and April 27, 2009.
14. This option was converted into an option to purchase 47,976 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.75 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three annual installments on April 27, 2007, April 27, 2008 and April 27, 2009.
15. This option was converted into an option to purchase 27,893 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $66.10 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
16. This option was converted into an option to purchase 1,510 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $66.10 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc.
17. This option was converted into an option to purchase 55,149 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $66.16 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option is exercisable in three annual installments. The first two installments became exercisable on April 26, 2008 and April 26, 2009, and the remaining installment will become exercisable on April 26, 2010.
18. This option was converted into an option to purchase 71,787 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $78.43 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option is exercisable in three annual installments. The first installment became exercisable on May 1, 2009, and the remaining two will become exercisable on May 1, 2010 and May 1, 2011.
19. This option was converted into an option to purchase 103,682 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $48.42 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option will vest in three annual installments on April 27, 2010, April 27, 2011 and April 27, 2012.
/s/ Carl R. Ice, by Jeffrey T. Williams, Attorney-in-Fact 02/17/2010
** Signature of Reporting Person Date
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