United Airlines Holdings, Inc.

Major Shareholding Notification • Feb 14, 2018

SC 13G/A 1 d527193dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)

UNITED CONTINENTAL HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

910047109

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1 (b)

☐ Rule 13d-1 (c)

☐ Rule 13d-1 (d)

• 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. 910047109 13G Page 2 of 14 Pages

| 1 | NAME
OF REPORTING PERSON Warren E. Buffett | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States Citizen | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 28,211,563 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 28,211,563 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,211,563 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
Applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 9.5% | |
| 12 | TYPE OF REPORTING PERSON IN | |

CUSIP No. 910047109 13G Page 3 of 14 Pages

| 1 | NAME
OF REPORTING PERSON Berkshire Hathaway Inc. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 28,211,563 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 28,211,563 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,211,563 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 9.5% | |
| 12 | TYPE OF REPORTING PERSON HC, CO | |

CUSIP No. 910047109 13G Page 4 of 14 Pages

| 1 | NAME
OF REPORTING PERSON National Indemnity Company | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Nebraska | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 26,620,184 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 26,620,184 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,620,184 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 9.0% | |
| 12 | TYPE OF REPORTING PERSON IC, CO | |

CUSIP No. 910047109 13G Page 5 of 14 Pages

| 1 | NAME
OF REPORTING PERSON GEICO Corporation | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 5,668,831 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 5,668,831 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,668,831 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 1.9% | |
| 12 | TYPE OF REPORTING PERSON HC, CO | |

CUSIP No. 910047109 13G Page 6 of 14 Pages

| 1 | NAME
OF REPORTING PERSON Government Employees Insurance Company | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Maryland | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 5,268,231 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 5,268,231 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,268,231 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 1.8% | |
| 12 | TYPE OF REPORTING PERSON IC, CO | |

CUSIP No. 910047109 13G Page 7 of 14 Pages

| 1 | NAME
OF REPORTING PERSON GEICO Indemnity Company | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Maryland | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 400,600 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 400,600 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,600 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 0.1% | |
| 12 | TYPE OF REPORTING PERSON IC, CO | |

CUSIP No. 910047109 13G Page 8 of 14 Pages

| 1 | NAME
OF REPORTING PERSON Precision Castparts Corp. Master Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of Oregon | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER NONE |
| | 6 | SHARED VOTING POWER 1,591,379 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER NONE |
| | 8 | SHARED DISPOSITIVE POWER 1,591,379 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,591,379 shares of Common Stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not
applicable. | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 Less than 0.5% | |
| 12 | TYPE OF REPORTING PERSON EP | |

Page 9 of 14 Pages

Item 1.

(a) Name of Issuer

United Continental Holdings, Inc.

(b) Address of Issuer’s Principal Executive Offices

233 South Wacker Drive, Chicago, IL 60606

Item 2(a). Name of Person Filing:

Item 2(b). Address of Principal Business Office:

Item 2(c). Citizenship:

Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen	Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation
National Indemnity Company 3024 Harney
Street Omaha, Nebraska 68131 Nebraska corporation	GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware corporation
Government Employees Insurance Company One
GEICO Plaza Washington, DC 20076 Maryland
corporation	GEICO Indemnity Company One GEICO Plaza Washington D.C. 20076 Maryland corporation
Precision Castparts Corp. Master Trust c/o
Precision Castparts Corp. 4650 SW Macadam Ave. Portland, OR
97239 Oregon corporation

Page 10 of 14 Pages

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

910047109

Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).

National Indemnity Company, Government Employees Insurance Company and GEICO Indemnity Company are each an Insurance Company as defined in section 3(a)(19) of the Act.

Precision Castparts Corp. Master Trust is an Employee Benefit Plan in accordance with § 240.13d-1(b)(1)(ii)(F).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially Owned

See the Cover Pages for each of the Reporting Persons.

(b) Percent of Class

See the Cover Pages for each of the Reporting Persons.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

(ii) shared power to vote or to direct the vote

Page 11 of 14 Pages

(iii) sole power to dispose or to direct the disposition of

(iv) shared power to dispose or to direct the disposition of

See the Cover Pages for each of the Reporting Persons .

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit A.

Item 8. Identification and Classification of Members of the Group.

See Exhibit A.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 12 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 14 th day of February, 2018

/s/ Warren E. Buffett
Warren E. Buffett
BERKSHIRE HATHAWAY INC.
By:	/s/ Warren E. Buffett
	Warren E. Buffett
	Chairman of the Board
NATIONAL INDEMNITY COMPANY, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE COMPANY, GEICO INDEMNITY COMPANY AND PRECISION CASTPARTS CORP. MASTER TRUST
By	/s/ Warren E. Buffett
	Warren E. Buffett
	Attorney-in-Fact

SCHEDULE 13G

EXHIBIT A

RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP

PARENT HOLDING COMPANIES OR CONTROL PERSONS:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)

Berkshire Hathaway Inc.

GEICO Corporation

INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:

National Indemnity Company

Government Employees Insurance Company

GEICO Indemnity Company

EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1-(b)(1)(ii)(F)

Precision Castparts Corp. Master Trust

SCHEDULE 13G

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of United Continental Holdings, Inc. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.

Dated: February 14, 2018	/S/ Warren E. Buffett
	Warren E. Buffett
	Berkshire Hathaway Inc.
Dated: February 14, 2018	/S/ Warren E. Buffett
	By: Warren E. Buffett Title: Chairman of the
Board
	National Indemnity Company
Dated: February 14, 2018	/S/ Marc D. Hamburg
	By: Marc D. Hamburg Title: Chairman of the
Board
	GEICO Corporation
Dated: February 14, 2018	/S/ William E. Roberts
	By: William E. Roberts Title:
President
	Government Employees Insurance Company
Dated: February 14, 2018	/S/ William E. Roberts
	By: William E. Roberts Title:
President
	GEICO Indemnity Company
Dated: February 14, 2018	/S/ William E. Roberts
	By: William E. Roberts Title:
President
	Precision Castparts Corp. Master Trust
Dated: February 14, 2018	/S/ Shawn Hagel
	By: Shawn Hagel Title: Executive Vice
President, Precision Castparts Corp.