Kelly Gary C Form 4 SOUTHWEST AIRLINES / GARY C KELLY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLY GARY C

(Last) (First) (Middle)

2702 LOVE FIELD DRIVE

HDQ 4GC

(Street)

DALLAS TX 75235

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHWEST AIRLINES CO [ LUV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2024		P		33,921	A	$29.52	146,410	D
Common Stock	09/30/2024		G		84,212(1)	D	$0	74,520(2)(3)	I	By Family Limited Partnership
Common Stock	09/30/2024		G		84,212(1)	A	$0	404,794(2)(4)	I	By Family Trust 2
Common Stock								368,106(2)(5)	I	By Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 30, 2024, as part of his estate planning, the reporting person made a gift of the reporting person's limited partnership interest in a family limited partnership (the "Family Limited Partnership") to a trust for the reporting person's spouse and her descendants (the "Spousal Trust"). The reporting person's spouse is trustee of the Spousal Trust.

2. After the transaction, the sole general partner of the Family Limited Partnership continues to be a limited liability company (the "Family Limited Liability Company") that is wholly owned by the reporting person and his spouse and the sole limited partners of the Family Limited Partnership are (a) a trust for the reporting person and his descendants, for which the reporting person is trustee (the "Reporting Person Trust"), (b) the Spousal Trust, and (c) the reporting person's spouse through a separate limited partnership interest in the Family Limited Partnership (the "Spousal LP Interest").

3. Includes (a) 70,293 shares indirectly held through the total Spousal LP Interest in the Family Limited Partnership, and (b) 4,227 shares indirectly held through the Family Limited Liability Company's general partnership interest in the Family Limited Partnership.

4. Includes shares indirectly held through the Spousal Trust, including (a) 199,794 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.

5. 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 shares held by the Reporting Person Trust.

Remarks:

	/s/ Tim Whisler, on behalf of and as attorney-in-fact for Gary C. Kelly	10/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.