Elliott Management Amends Southwest Airlines Filing

TL;DR

Elliott Management updated their Southwest Airlines filing - watch for potential activist moves.

AI Summary

Elliott Investment Management L.P. has filed an amendment (No. 5) to its Schedule 13D concerning Southwest Airlines Co. The filing, dated October 24, 2024, indicates a change in the reporting entity's holdings or intentions regarding Southwest Airlines stock. Elliott Investment Management L.P. is a significant investor based in West Palm Beach, Florida.

Why It Matters

This amendment signals potential shifts in strategy or stake by a major activist investor, which could influence Southwest Airlines' future operations or stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings by activist investors like Elliott Management often precede significant corporate actions or proxy fights, introducing uncertainty.

Key Players & Entities

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

FAQ

From the Filing

0000902664-24-005965.txt : 20241024 0000902664-24-005965.hdr.sgml : 20241024 20241024083019 ACCESSION NUMBER: 0000902664-24-005965 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241024 DATE AS OF CHANGE: 20241024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST AIRLINES CO CENTRAL INDEX KEY: 0000092380 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 741563240 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33255 FILM NUMBER: 241390816 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elliott Investment Management L.P. CENTRAL INDEX KEY: 0001791786 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 360 S. ROSEMARY AVE, 18TH FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 212-974-6000 MAIL ADDRESS: STREET 1: 360 S. ROSEMARY AVE, 18TH FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 p24-3063sc13da.htm SOUTHWEST AIRLINES CO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 Southwest Airlines Co. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 844741108 (CUSIP Number) Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th Floor West Palm Beach, FL 33401 with a copy to: Eleazer Klein, Esq. Adriana Schwartz, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 2024 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨ (Page 1 of 6 Pages) ______________________________ * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 844741108 Schedule 13D/A Page 2 of 6 Pages 1 NAME OF REPORTING PERSON Elliott Investment Management L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ¨ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 61,116,500 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 61,116,500 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,116,500 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% 14 TYPE OF REPORTING PERSON PN, IA CUSIP No. 844741108 Schedule 13D/A Page 3 of 6 Pages The following constitutes Amendment No. 5 to the Schedule 13D (“ Amendment N