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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BERKSHIRE HATHAWAY INC 3555 FARNAM STREET OMAHA, NE 68131 |
X | |||
BUFFETT WARREN E 3555 FARNAM STREET OMAHA, NE 68131 |
X | |||
OBH LLC 3555 FARNAM STREET, SUITE 1440 OMAHA, NE 68131 |
X | |||
BCS Holdings, LLC 3555 FARNAM STREET OMAHA, NE 68131 |
X |
Berkshire Hathaway, Inc., by Marc D. Hamburg | 06/28/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Acquired in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 4, 2011, and amended on April 15, 2011, by and among Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), Montana Acquisitions, LLC ("Merger Sub"), a Delaware limited liability company and a direct wholly owned subsidiary of BCS Holdings, LLC ("BCS Holdings"), and Wesco Financial Corporation ("Wesco"). |
(2) | Upon completion of the merger of Wesco with and into Merger Sub (the "Merger"), each share of Wesco common stock (other than shares owned by the Reporting Persons) was converted into the right to receive an amount, either in cash or Berkshire Class B common stock, par value $0.0033 per share, at the election of the shareholder, equal to $385.00, calculated in accordance with the Merger Agreement. |
(3) | Each outstanding share of Wesco common stock was canceled in the Merger. |
(4) | BCS Holdings is a subsidiary of OBH LLC ("OBH"), and OBH is a subsidiary of Berkshire. As OBH and Berkshire are each in the chain of ownership of BCS Holdings, each of OBH and Berkshire may be deemed to both beneficially own and have a pecuniary interest in all securities of Wesco acquired in the Merger. Warren E. Buffett, as the controlling shareholder of Berkshire, may be deemed to beneficially own, but only to the extent he has a pecuniary interest in, the shares of Wesco common stock acquired in the Merger. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |