Elliott Management Amends Southwest Airlines Filing

TL;DR

Elliott Management updated their Southwest Airlines filing on 9/24. Keep an eye on this.

AI Summary

Elliott Investment Management L.P. has amended its Schedule 13D filing regarding Southwest Airlines Co. on September 24, 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 a shift in strategy by a major activist investor concerning Southwest Airlines, potentially impacting the company's future direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings by activist investors like Elliott Management can signal potential changes in corporate strategy or governance, carrying inherent risk.

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
• $52,529 — Sundaram used a total of approximately $52,529, excluding commissions, to acquire the
• $99,898 — s. Watson used a total of approximately $99,898, excluding commissions, to acquire 3,96
• $37,500 — 's spouse used a total of approximately $37,500, excluding commissions, to acquire 1,22
• $1,603,847,662 — d by the Elliott Funds is approximately $1,603,847,662. The last paragraph of Item 3 of the S
• $39,000 — 's spouse used a total of approximately $39,000, excluding commissions, to acquire 1,27

Filing Documents

• p24-2831sc13da.htm (SC 13D/A) — 148KB
• p24-2831exhibit99.htm (EX-99.7) — 23KB
• image_001.jpg (GRAPHIC) — 3KB
• image_001.gif (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 2KB
• 0000902664-24-005604.txt ( ) — 183KB

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 September 24, 2024, EIM issued a press release (the " September 24 Press Release ") with an open letter to the Issuer's shareholders. The September 24 Press Release is attached hereto as Exhibit 99.7 and is incorporated by reference herein. Item 5. INTEREST IN SECURITIES OF THE ISSUER The second paragraph of Item 5(a) of Amendment No. 1 to the Schedule 13D is hereby corrected to read as follows: 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 49,013,707 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 12 of 15 Pages The second paragraph of Item 5(a) of Amendment No. 2 to the Schedule 13D is hereby corrected to read as follows: 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 58,153,707 shares of Common Stock, representing approximately 9.7% 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. Items 5(a)-(c) of the Schedule 13D are 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 Commo

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 99.7: Press Release, dated September 24, 2024. CUSIP No. 844741108 Schedule 13D/A Page 14 of 15 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: September 24, 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 15 of 15 Pages SCHEDULE 1 Transactions in the Shares of Common Stock of the Issuer The "Price Range ($)" for the August 14, 2024 and August 15, 2024 transactions reported for EIM in Schedule 1 of Amendment No. 2 to the Schedule 13D should have been 25.19 - 25.60 and 26.03 - 26.54, respectively, and are hereby corrected. The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons since the filing of Amendment No. 2 and two transactions by Ms. Watson’s spouse which were omitted from Amendment No. 1. Except as noted below, all such transactions were effected by each Reporting Person in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column titled "Price Range ($)", 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 ($) Price Range ($) 08/26/2024 1,228,000 28.17 27.99 - 28.37 08/27/2024 200,000 28.09 27.99 - 28.20 08/27/2024 1

View Full Filing

View this SC 13D/A filing on SEC EDGAR