SOUTHWEST AIRLINES CO — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SOUTHWEST AIRLINES CO (LUV)
CIK: 0000092380
Period of Report: 2020-10-30

Reporting Person: KELLY GARY C (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	Common Stock	G	49529	—	Disposed	113974	Direct
2020-10-30	Common Stock	G	41503	—	Acquired	43473	Indirect
2020-10-30	Common Stock	G	4013	—	Acquired	321286	Indirect
2020-10-30	Common Stock	G	4013	—	Acquired	306528	Indirect
2020-12-31	Common Stock	G	28782	—	Disposed	14691	Indirect
2020-12-31	Common Stock	G	28782	—	Acquired	350068	Indirect
2021-02-03	Common Stock	A	65322	—	Acquired	179296	Direct
2021-02-03	Common Stock	A	76531	—	Acquired	255827	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	306528	Indirect
Common Stock	113974	Direct
Common Stock	350068	Indirect
Common Stock	306528	Indirect
Common Stock	14691	Indirect

Footnotes

F1: On October 30, 2020, as part of his estate planning, the reporting person contributed 49,529 shares (the "Capital Contribution") to a family limited partnership (the "Family Limited Partnership"), the sole general partner of which is a limited liability company that is wholly owned by the reporting person and his spouse (the "Family Limited Liability Company"). Prior to the transfer, the sole limited partners of the Family Limited Partnership were (a) a trust for the reporting person and his descendants (the "Reporting Person Trust") and (b) a trust for the reporting person's spouse and her descendants (the "Spousal Trust"). The reporting person is trustee of the Reporting Person Trust, and the reporting person's spouse is trustee of the Spousal Trust. As a result of this transaction, the reporting person and his spouse each received a limited partnership interest in the Family Limited Partnership (the "Reporting Person LP Interest" and the "Spousal LP Interest, respectively), which resulted in (a) a decrease in the number of shares directly owned by the reporting person, (b) an increase in the number of shares indirectly owned by the reporting person through the Family Limited Partnership, and (c) net increases in the number of shares indirectly owned by the reporting person through the Reporting Person Trust, the Spousal Trust, and the Family Limited Liability Company as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of the new limited partners and resulting new allocation of shares amongst the partners. Because the reporting person's aggregate beneficial holdings remained the same prior to and after this transaction, the reporting person believes the contributions to the Family Limited Partnership constitute a change in form of beneficial ownership exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

F2: Includes (a) 12,226 shares indirectly acquired as a result of the new Reporting Person LP Interest in the Family Limited Partnership, (b) 28,782 shares indirectly acquired as a result of the new Spousal LP Interest in the Family Limited Partnership, and (c) a net 495 shares indirectly acquired by the Family Limited Liability Company as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares.

F3: Includes (a) 12,226 shares indirectly held through the new Reporting Person LP Interest in the Family Limited Partnership, (b) 28,782 shares indirectly held through the new Spousal LP Interest in the Family Limited Partnership, and (c) 2,465 shares indirectly held through the Family Limited Liability Company's general partnership interest in the Family Limited Partnership.

F4: A net 4,013 shares were indirectly acquired through the Reporting Person Trust's limited partnership interest in the Family Limited Partnership, as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares.

F5: Includes shares indirectly held through the Reporting Person Trust, including (a) 101,528 shares held as a result of the Reporting Person Trust's limited partnership interest in the Family Limited Partnership and (b) 219,758 other shares held by the Reporting Person Trust.

F6: A net 4,013 shares were indirectly acquired through the Spousal Trust's limited partnership interest in the Family Limited Partnership, as a result of the overall increase in the Family Limited Partnership's holdings due to the Capital Contribution, but reflecting the addition of limited partners and resulting new allocation of shares.

F7: Includes shares indirectly held through the Spousal Trust, including (a) 101,528 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.

F8: Represents a gift of all of the Spousal LP Interest in the Family Limited Partnership to the Reporting Person Trust. After the transaction, (a) the sole general partner of the Family Limited Partnership continues to be the Family Limited Liability Company; and (b) the sole limited partners of the Family Limited Partnership are the Reporting Person Trust, the Spousal Trust, and the reporting person through his Reporting Person LP Interest. Because the reporting person's aggregate beneficial holdings remained the same prior to and after this transaction, the reporting person believes the transfer of the Spousal LP Interest to the Family Limited Partnership constitutes a change in form of beneficial ownership exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

F9: Includes shares indirectly held through the Reporting Person Trust, including 130,310 shares held as a result of the Reporting Person Trust's limited partnership interest in the Family Limited Partnership and (b) 219,758 other shares held by the Reporting Person Trust.

F10: Includes shares indirectly held through the Spousal Trust, including 101,528 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.

F11: Reflects the exempt acquisition of restricted stock units upon the satisfaction of performance criteria underlying an award of performance-based restricted stock units pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan. The restricted stock units will vest on February 21, 2021, and will entitle the reporting person to one share of common stock for each restricted stock unit that vests.

F12: Reflects the exempt acquisition of restricted stock units pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan. The restricted stock units will vest with respect to one-third of the shares covered thereby annually, beginning on February 21, 2022, and will entitle the reporting person to one share of common stock for each restricted stock unit that vests.