0001062993-22-002310.txt : 20220202 0001062993-22-002310.hdr.sgml : 20220202 20220202191100 ACCESSION NUMBER: 0001062993-22-002310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210406 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELLY GARY C CENTRAL INDEX KEY: 0001027716 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07259 FILM NUMBER: 22585516 MAIL ADDRESS: STREET 1: C/O SOUTHWEST AIRLINES CO STREET 2: P O BOX 36611 CITY: DALLAS STATE: TX ZIP: 75235 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST AIRLINES CO CENTRAL INDEX KEY: 0000092380 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 741563240 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2702 LOVE FIELD DR STREET 2: P O BOX 36611 CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2147924000 MAIL ADDRESS: STREET 1: PO BOX 36611 CITY: DALLAS STATE: TX ZIP: 75235-1611 FORMER COMPANY: FORMER CONFORMED NAME: AIR SOUTHWEST CO DATE OF NAME CHANGE: 19760108 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2021-04-06 0000092380 SOUTHWEST AIRLINES CO LUV 0001027716 KELLY GARY C 2702 LOVE FIELD DRIVE HDQ 4GC DALLAS TX 75235 1 1 0 0 Executive Chairman Common Stock 2021-04-06 5 G 0 E 56000 0 D 144394 D Common Stock 2021-04-06 5 G 0 E 53282 0 A 67973 I By Family Limited Partnership Common Stock 2021-04-06 5 G 0 E 1528 0 A 351596 I By Family Trust Common Stock 2021-04-06 5 G 0 E 1190 0 A 307718 I By Family Trust Common Stock 2022-02-01 4 A 0 40117 0 A 184511 D Common Stock 67973 I By Family Limited Partnership Common Stock 351596 I By Family Trust Common Stock 307718 I By Family Trust On April 6, 2021, as part of his estate planning, the reporting person contributed 56,000 shares (the "Capital Contribution") to a family limited partnership (the "Family Limited Partnership"), the sole general partner of which is a limited liability company that is wholly owned by the reporting person and his spouse (the "Family Limited Liability Company"). Prior to the transfer, the sole limited partners of the Family Limited Partnership were (a) a trust for the reporting person and his descendants, for which the reporting person is trustee (the "Reporting Person Trust"), (b) a trust for the reporting person's spouse and her descendants, for which the reporting person's spouse is trustee (the "Spousal Trust"), and (c) the reporting person through a separate limited partnership interest in the Family Limited Partnership (the "Reporting Person LP Interest"). As a result of this transaction, the reporting person and his spouse each received a community property limited partnership interest in the Family Limited Partnership (the "Reporting Person CP LP Interest" and the "Spousal CP LP Interest", respectively), which resulted in (a) a decrease in the number of shares directly owned by the reporting person, (b) an increase in the number of shares indirectly owned by the reporting person through the Family Limited Partnership, and (c) net increases in the number of shares indirectly owned by the reporting person through the Reporting Person Trust, the Spousal Trust, and the Family Limited Liability Company as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution. Because the reporting person's aggregate beneficial holdings remained the same prior to and after this transaction, the reporting person believes the contributions to the Family Limited Partnership constitute a change in form of beneficial ownership exempted by Rule 16a-13 under the Securities Exchange Act of 1934. Includes (a) 26,289 shares indirectly acquired as a result of the new Reporting Person CP LP Interest in the Family Limited Partnership, (b) 26,289 shares indirectly acquired as a result of the new Spousal CP LP Interest in the Family Limited Partnership, (c) a net 143 shares indirectly acquired by the Reporting Person LP Interest as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares; and (d) a net 560 shares indirectly acquired by the Family Limited Liability Company as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares. Includes (a) 26,289 shares indirectly held through the new Reporting Person CP LP Interest in the Family Limited Partnership, (b) 26,289 shares indirectly held through the new Spousal CP LP Interest in the Family Limited Partnership, (c) 12,369 shares indirectly held through the Reporting Person LP Interest, and (d) 3,025 shares indirectly held through the Family Limited Liability Company's general partnership interest in the Family Limited Partnership. A net 1,528 shares were indirectly acquired through the Reporting Person Trust's limited partnership interest in the Family Limited Partnership, as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares. Includes shares indirectly held through the Reporting Person Trust, including (a) 131,838 shares held as a result of the Reporting Person Trust's limited partnership interest in the Family Limited Partnership and (b) 219,758 other shares held by the Reporting Person Trust. A net 1,190 shares were indirectly acquired through the Spousal Trust's limited partnership interest in the Family Limited Partnership, as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares. Includes shares indirectly held through the Spousal Trust, including (a) 102,718 shares held as a result of the Spousal Trust's limited partnership interest in the Family Limited Partnership and (b) 205,000 other shares held by the Spousal Trust. Reflects the exempt acquisition of restricted stock units pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan. The restricted stock units will vest with respect to one-third of the shares covered thereby annually, beginning on February 21, 2023, and will entitle the reporting person to one share of common stock for each restricted stock unit that vests. /s/ Tim Whisler, on behalf of and as attorney-in-fact for Gary C. Kelly 2022-02-02