Elliott Management Amends Southwest Airlines Filing

TL;DR

Elliott Management updated their Southwest Airlines filing. Keep an eye on this.

AI Summary

Elliott Investment Management L.P. has amended its Schedule 13D filing regarding Southwest Airlines Co. as of August 13, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. Elliott Investment Management L.P. is a significant investor in the airline industry.

Why It Matters

This amendment signals ongoing activity or changes in stake by a major activist investor in Southwest Airlines, potentially influencing future strategic decisions or stock performance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by activist investors like Elliott Management can signal potential strategic shifts or proxy fights, introducing uncertainty.

Key Players & Entities

• Southwest Airlines Co. (company) — Subject Company
• Elliott Investment Management L.P. (company) — Filing Party
• Eleazer Klein, Esq. (person) — Legal Counsel
• Adriana Schwartz, Esq. (person) — Legal Counsel
• Schulte Roth & Zabel LLP (company) — Legal Firm

FAQ

Key Financial Figures

• $1.00 — me of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securitie
• $1,274,543,955 — d by the Elliott Funds is approximately $1,274,543,955. EIM may effect purchases of the shar
• $498,081 — r. Cawley used a total of approximately $498,081, excluding commissions, to acquire the
• $251,585 — Mr. Cush used a total of approximately $251,585, excluding commissions, to acquire the
• $70,868 — Feinberg used a total of approximately $70,868, excluding commissions, to acquire 2,80
• $6,072 — c partner used a total of approximately $6,072, excluding commissions, to acquire 268
• $485,603 — . Gotbaum used a total of approximately $485,603, excluding commissions, to acquire the
• $37,349 — r. Milton used a total of approximately $37,349, excluding commissions, to acquire the
• $101,140 — Saretsky used a total of approximately $101,140, excluding commissions, to acquire the
• $50,500 — Sundaram used a total of approximately $50,500, excluding commissions, to acquire the
• $99,734 — s. Watson used a total of approximately $99,734, excluding commissions, to acquire 3,96
• $37,500 — ;s spouse used a total of approximately $37,500, excluding commissions, to acquire 1,12

Filing Documents

• p24-2596sc13da.htm (SC 13D/A) — 203KB
• p24-2596exhibit993.htm (EX-99.3) — 3KB
• p24-2596exhibit994.htm (EX-99.4) — 34KB
• p24-2596exhibit995.htm (EX-99.5) — 54KB
• p24-2596exhibit996.htm (EX-99.6) — 7KB
• image_001.jpg (GRAPHIC) — 4KB
• 0000902664-24-005096.txt ( ) — 310KB

of the Schedule 13D is hereby amended and restated to read as follows

Item 2 of the Schedule 13D is hereby amended and restated to read as follows: (a)-(c) This statement is being filed by (i) Elliott Investment Management L.P., a Delaware limited partnership (“ EIM ”), the investment manager of Elliott Associates, L.P., a Delaware limited partnership (“ Elliott ”) and Elliott International, L.P., a Cayman Islands limited partnership (“ Elliott International ”, and together with Elliott, the “ Elliott Funds ”), with respect to the shares of Common Stock held by the Elliott Funds and/or their respective subsidiaries; (ii) Michael Cawley (“ Mr. Cawley ”); (iii) David Cush (“ Mr. Cush ”); (iv) Sarah Feinberg (“ Ms. Feinberg ”); (v) Joshua Gotbaum (“ Mr. Gotbaum ”); (vi) Robert Milton (“ Mr. Milton ”); (vii) Gregg Saretsky (“ Mr. Saretsky ”); (viii) Easwaran Sundaram (“ Mr. Sundaram ”) and (ix) Patricia Watson (“ Ms. Watson ” and, together with Ms. Feinberg and Messrs. Cawley, Cush, Gotbaum, Grissen, Milton, Saretsky and Sundaram, the “ Candidate Reporting Persons ” and each, a “ Candidate Reporting Person ”)). Each of the foregoing is referred to as a " Reporting Person " and collectively as the " Reporting Persons ." Each of the Reporting Persons is party to that certain Joint Filing Agreement attached as Exhibit 99.3 . Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Elliott Investment Management GP LLC, a Delaware limited liability company (" EIM GP "), is the sole general partner of EIM. Paul E. Singer (" Mr. Singer ") is the sole managing member of EIM GP. EIM The business address of EIM is 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401. The principal business of EIM is to act as investment manager for the Elliott Funds. The name, business address, and present principal occupation or employment of the general partner

of the Schedule 13D is hereby amended and restated to read as follows

Item 3 of the Schedule 13D is hereby amended and restated to read as follows: The aggregate cost of the shares of Common Stock directly held by the Elliott Funds is approximately $1,274,543,955. EIM may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. Other than as set forth below, the shares of Common Stock directly held by each Candidate Reporting Person were purchased with personal funds. Mr. Cawley used a total of approximately $498,081, excluding commissions, to acquire the 19,765 shares of Common Stock reported herein as beneficially owned by him. Mr. Cush used a total of approximately $251,585, excluding commissions, to acquire the 10,000 shares of Common Stock reported herein as beneficially owned by him. Ms. Feinberg used a total of approximately $70,868, excluding commissions, to acquire 2,800 of the shares of Common Stock reported herein as beneficially owned by her. Ms. Feinberg’s domestic partner used a total of approximately $6,072, excluding commissions, to acquire 268 shares of the shares of Common Stock reported herein as beneficially owned by Ms. Feinberg. Mr. Gotbaum used a total of approximately $485,603, excluding commissions, to acquire the 19,162 shares of Common Stock reported herein as beneficially owned by him. Mr. Milton used a total of approximately $37,349, excluding commissions, to acquire the 1,953 shares of

of the Schedule 13D is hereby amended and supplemented to add the following

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On August 13, 2024, EIM issued a press release (the " August 13 Press Release ") announcing its intention to nominate Mses. Feinberg, Nancy Killefer and Watson and Messrs. Cawley, Cush, Gotbaum, David Grissen, Milton, Saretsky and Sundaram (the " Candidates " and each, a " Candidate ") for election to the Board at the next shareholder meeting of the Issuer, whether an annual or special meeting of shareholders. The August 13 Press Release is attached hereto as Exhibit 99.4 and is incorporated by reference herein. On August 9, 2024, Elliott and Elliott International entered into an Engagement and Indemnification Agreement (collectively, the " Candidate Agreements ") with each of the Candidates, pursuant to which, in consideration for such Candidate's agreement to serve as a nominee, Elliott and Elliott International, agreed to compensate such Candidate and each such Candidate agreed that, if such Candidate is elected or appointed to the Board, such Candidate will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer. Further, pursuant to the Candidate Agreements, Elliott and Elliott International agreed to indemnify each such Candidate against claims arising from the solicitation of proxies from the Issuer's shareholders in connection with the next meeting of shareholders of the Issuer and any related matters; provided that the indemnification obligations will not apply to any event or occurrence relating to or directly or indirectly arising out of such Candidate's service as a director of the Issuer, if elected. Each Candidate additionally agreed pursuant to the Candidate Agreements to not acquire or dispose of any securities of the Issuer prior to such Candidate's election or appointment to the Board without the prior written consent of Elliott and Elliott International. This description of the Candidate Ag

of the Schedule 13D is hereby amended and restated to read as follows

Item 5 of the Schedule 13D is hereby amended and restated to read as follows: (a) See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 599,157,019 shares of Common Stock outstanding as of July 25, 2024, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed by the Issuer with the Securities and Exchange Commission on July 29, 2024. By virtue of the Candidate Agreements, EIM and the Candidate Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and the "group" may be deemed to beneficially own an aggregate of 49,013,534 shares of Common Stock, representing approximately 8.2% of the outstanding shares of Common Stock. Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. CUSIP No. 844741108 Schedule 13D/A Page 15 of 19 Pages (b) See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) The transactions in the shares of Common Stock effected by (i) EIM since the filing of the original Schedule 13D by EIM and (ii) each of the other Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth on Schedule 1 attached hereto. (d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by such Reporting Person, other than (i) in the

of the Schedule 13D is hereby amended and restated to read as follows

Item 6 of the Schedule 13D is hereby amended and restated to read as follows:

of the Schedule 13D is incorporated herein by reference

Item 4 of the Schedule 13D is incorporated herein by reference. The Elliott Funds have entered into notional principal amount derivative agreements (the " Cash Derivative Agreements ") in the form of cash settled swaps with respect to an aggregate of 16,976,000 shares of Common Stock of the Issuer (collectively representing economic exposure comparable to 2.8% of the shares of Common Stock of the Issuer). The Cash Derivative Agreements provide the Elliott Funds with economic results that are comparable to the economic results of ownership but do not provide them or EIM with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the " Subject Shares "). EIM disclaims beneficial ownership in the Subject Shares. The counterparties to the Cash Derivative Agreements are unaffiliated third party financial institutions. EIM has combined economic exposure in the Issuer of approximately 11.0% of the shares of Common Stock outstanding. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. CUSIP No. 844741108 Schedule 13D/A Page 16 of 19 Pages Item 7. EXHIBITS

of the Schedule 13D is hereby amended and supplemented to add the following

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: Exhibit 99.3: Joint Filing Agreement. Exhibit 99.4: Press Release, dated August 13, 2024. Exhibit 99.5: Form of Candidate Agreement. Exhibit 99.6: Form of Power of Attorney. CUSIP No. 844741108 Schedule 13D/A Page 17 of 19 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: August 13, 2024 Elliott Investment Management L.P. /s/ Elliot Greenberg Name:Elliot Greenberg Title:Vice President /s/ Elliot Greenberg As attorney-in-fact for Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, Robert Milton, Gregg Saretsky, Easwaran Sundaram and Patricia Watson CUSIP No. 844741108 Schedule 13D/A Page 18 of 19 Pages SCHEDULE 1 Transactions in the Shares of Common Stock of the Issuer The following table sets forth all transactions in the shares of Common Stock reported herein effected by (i) EIM since the filing of the original Schedule 13D by EIM and (ii) each of the other Reporting Persons during the past sixty (60) days. Except as noted below, all such transactions were effected by each Reporting Person in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column titled "Price Range ($)", the price reported in the column titled "Price Per Share ($)" is a weighted average price. These shares of Common Stock were sold or purchased in multiple transactions at prices between the price ranges indicated in the column titled "Price Range ($)". Each Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the shares of Common Stock sold or purchased at each separate price by such Reporting Person. EIM Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($) 08/06/2024 1,500,000 24.48 24.04-24.72 08/07/2024 1,100,000 24.59 24.32-25.04 08/08/2024 1,250,000 25.13 24.89-25.30 08/09/2024 1,250,000 25.29 25.02-25.40 08/09/2024 18,648,500* 25.33 08/12/2024 1,500,000 25.52 25.34-25.86 08/13/2024 400,000 25.55 25.45-25.75 * Represents the settlement of the Physical Derivati

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