Gary C. Kelly - Apr 30, 2024 Form 4 Insider Report for SOUTHWEST AIRLINES CO (LUV)

Signature
/s/ Tim Whisler, on behalf of and as attorney-in-fact for Gary C. Kelly
Stock symbol
LUV
Transactions as of
Apr 30, 2024
Transactions value $
$0
Form type
4
Date filed
5/2/2024, 04:07 PM
Previous filing
Apr 2, 2024
Next filing
Jul 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUV Common Stock Gift $0 -120K -51.64% $0.00 112K Apr 30, 2024 Direct F1, F2, F3, F4
transaction LUV Common Stock Gift $0 +90.8K +133.52% $0.00 159K Apr 30, 2024 By Family Limited Partnership F1, F2, F3, F4, F5, F6
transaction LUV Common Stock Gift $0 +16.5K +4.7% $0.00 368K Apr 30, 2024 By Family Trust F1, F2, F3, F4, F7, F8
transaction LUV Common Stock Gift $0 +12.9K +4.18% $0.00 321K Apr 30, 2024 By Family Trust 2 F1, F2, F3, F4, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 30, 2024, as part of his estate planning, the reporting person and his spouse contributed a total of 120,133 direct holding 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").
F2 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"), (c) the reporting person through a separate limited partnership interest in the Family Limited Partnership (the "Reporting Person LP Interest"), and (d) the reporting person's spouse through a separate limited partnership interest in the Family Limited Partnership (the "Spousal LP Interest").
F3 As a result of this transaction, the reporting person and his spouse each received an additional separate limited partnership interest in the Family Limited Partnership, 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.
F4 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.
F5 Includes 40,712 shares indirectly acquired as a result of the new Reporting Person LP Interest in the Family Limited Partnership and 40,712 shares indirectly acquired as a result of the new Spousal LP Interest in the Family Limited Partnership. Also includes, 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 partner interests and resulting new allocation of shares, (a) a net 4,841 shares indirectly acquired by the prior Reporting Person LP Interest; (b) a net 3,292 shares indirectly acquired by the prior Spousal LP Interest; and (c) a net 1,202 shares indirectly acquired by the Family Limited Liability Company.
F6 Includes (a) 84,212 shares indirectly held through the total Reporting Person LP Interest in the Family Limited Partnership, (b) 70,293 shares indirectly held through the total Spousal LP Interest in the Family Limited Partnership, and (c) 4,227 shares indirectly held through the Family Limited Liability Company's general partnership interest in the Family Limited Partnership.
F7 A net 16,510 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.
F8 Includes shares indirectly held through the Reporting Person Trust, including (a) 148,348 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.
F9 A net 12,864 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.
F10 Includes shares indirectly held through the Spousal Trust, including (a) 115,582 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.