Sec Form 4 Filing - KELLY GARY C @ SOUTHWEST AIRLINES CO - 2019-06-18

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELLY GARY C 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) Chairman of the Board & CEO (Last) (First) (Middle) SOUTHWEST AIRLINES CO., 2702 LOVE FIELD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2019 (Street) DALLAS, TX75235-1908 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/18/2019 G V 195,030 ( 1 ) D $ 0 372,122 D Common Stock 06/18/2019 G V 195,030 ( 1 ) A $ 0 195,030 I By Family Limited Partnership ( 1 ) Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 69,891 I By Family Trust ( 3 ) Common Stock 06/25/2019 G V 1,970 ( 1 ) D $ 0 370,152 D Common Stock 06/25/2019 G V 1,970 ( 1 ) A $ 0 197,000 I By Family Limited Partnership ( 1 ) Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 69,891 I By Family Trust ( 3 ) Common Stock 06/30/2019 G V 97,515 ( 4 ) D $ 0 99,485 I By Family Limited Partnership ( 4 ) Common Stock 06/30/2019 G V 97,515 ( 4 ) A $ 0 167,406 I By Family Trust ( 3 ) Common Stock 370,152 D Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 07/01/2019 G V 2,330 D $ 0 367,822 D Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 167,406 I By Family Trust ( 3 ) Common Stock 99,485 I By Family Limited Partnership ( 5 ) Common Stock 07/02/2019 G V 3,900 D $ 0 363,922 D Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 167,406 I By Family Trust ( 3 ) Common Stock 99,485 I By Family Limited Partnership ( 5 ) Common Stock 01/29/2020 A 78,178 ( 6 ) A $ 0 442,100 D Common Stock 01/29/2020 A 62,621 ( 7 ) A $ 0 504,721 D Common Stock 69,883 I By Family Trust ( 2 ) Common Stock 167,406 I By Family Trust ( 3 ) Common Stock 99,485 I By Family Limited Partnership ( 5 )

2. Conversion or Exercise Price of Derivative Security 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) 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLY GARY C SOUTHWEST AIRLINES CO. 2702 LOVE FIELD DRIVE DALLAS, TX75235-1908 X Chairman of the Board & CEO Signatures /s/ Marilyn R. Post, on behalf of and as attorney-in-fact for Gary C. Kelly 01/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person transferred these shares to a family limited partnership (the "Family Limited Partnership") (a) the sole general partner of which is a limited liability company (the "Family Limited Liability Company") that is wholly owned by the reporting person and his spouse and (b) the sole limited partners of which were, at the time of the transfer, the reporting person and his spouse. ( 2 )These shares are held in trust for the reporting person and his descendants (the "Reporting Person Trust"). The reporting person is trustee of the Reporting Person Trust. ( 3 )These shares are held in trust for the reporting person's spouse and her descendants (the "Spousal Trust"). The reporting person's spouse is trustee of the Spousal Trust. ( 4 )Represents a gift of the reporting person's limited partnership interest in the Family Limited Partnership to the Spousal Trust. After the transaction, (a) the sole general partner of the Family Limited Parnership continues to be the Family Limited Liability Company and (b) the sole limited partners are the reporting person's spouse and the Spousal Trust. ( 5 )These shares are held by the Family Limited Partnership (a) the sole general partner of which is the Family Limited Liability Company and (b) the sole limited partners of which are the reporting person's spouse and the Spousal Trust. ( 6 )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, 2020, and will entitle the reporting person to one share of common stock for each restricted stock unit that vests. ( 7 )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, 2021, and will entitle the reporting person to one share of common stock for each restricted stock unit that vests.

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).

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