- Statement of Changes in Beneficial Ownership (4)
17 Februar 2010 - 5:47PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LANIGAN JOHN P JR
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2. Issuer Name
and
Ticker or Trading Symbol
BURLINGTON NORTHERN SANTA FE, LLC
[
BNI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & Chief Marketing Officer
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(Last)
(First)
(Middle)
BURLINGTON NORTHERN SANTA FE CORPORATION, 2650 LOU MENK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2010
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(Street)
FORT WORTH, TX 76131-2830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value
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2/12/2010
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D
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67236
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D
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(1)
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20785
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D
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Common Stock, $0.01 par value
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2/12/2010
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D
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20785
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$80.17
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2/12/2010
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D
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1245
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(3)
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4/27/2016
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Common Stock
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1245
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(3)
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0
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D
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Stock Option (right to buy)
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$80.17
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2/12/2010
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D
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33755
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(4)
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4/27/2016
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Common Stock
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33755
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(4)
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0
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D
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Stock Option (right to buy)
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$88.77
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2/12/2010
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D
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39000
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(5)
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4/26/2017
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Common Stock
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39000
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(5)
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0
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D
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Stock Option (right to buy)
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$105.23
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2/12/2010
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D
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50360
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(6)
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5/1/2018
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Common Stock
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50360
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(6)
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0
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D
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Stock Option (right to buy)
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$64.97
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2/12/2010
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D
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72800
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(7)
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4/27/2019
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Common Stock
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72800
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(7)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to merger agreement between issuer and Berkshire Hathaway Inc. in exchange for either Berkshire Hathaway Inc. shares or cash, as elected.
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(
2)
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Restricted stock units payable in common stock. These units were converted into restricted stock units payable in Berkshire Hathaway Inc. Class B common stock in connection with the merger.
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(
3)
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This option was converted into an option to purchase 1,670 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.75 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three installments on April 27, 2007, April 27, 2008, and April 27, 2009.
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(
4)
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This option was converted into an option to purchase 45,293 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $59.75 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option vested in three installments on April 27, 2007, April 27, 2008, and April 27, 2009.
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(
5)
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This option was converted into an option to purchase 52,331 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $66.16 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option is exercisable in three installments. The first two installments became exercisable on April 26, 2008 and April 26, 2009, and the remaining installment will become exercisable on April 26, 2010.
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(
6)
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This option was converted into an option to purchase 67,574 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $78.43 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option is exercisable in three installments. The first installment became exercisable on May 1, 2009, and the remaining two installments will become exercisable on May 1, 2010 and May 1, 2011.
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(
7)
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This option was converted into an option to purchase 97,684 shares of Berkshire Hathaway Inc. Class B common stock at an exercise price of $48.42 pursuant to the merger agreement between issuer and Berkshire Hathaway Inc. The option will vest in three installments on April 27, 2010, April 27, 2011 and April 27, 2012.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LANIGAN JOHN P JR
BURLINGTON NORTHERN SANTA FE CORPORATION
2650 LOU MENK DRIVE
FORT WORTH, TX 76131-2830
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EVP & Chief Marketing Officer
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Signatures
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John P. Lanigan, Jr., by Judy K. Carter, Attorney-in-Fact
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2/17/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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