| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2009 | 3. Issuer Name and Ticker or Trading Symbol
BURLINGTON NORTHERN SANTA FE CORP
[BNI]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | VP & Controller |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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|---|
|
Common Stock, $0.01 par value
|
5,983.754
|
D
| |
|
Common Stock, $0.01 par value
|
268
|
I
|
By 401(k)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
|
|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Employee Stock Option (right to buy)
| | 04/29/2014 |
Common Stock, $0.01 par value
|
3,054
|
$
32.72
|
D
| |
|
Employee Stock Option (right to buy)
| | 04/29/2014 |
Common Stock, $0.01 par value
|
546
|
$
32.72
|
D
| |
|
Employee Stock Option (right to buy)
| | 05/02/2015 |
Common Stock, $0.01 par value
|
2,031
|
$
49.21
|
D
| |
|
Employee Stock Option (right to buy)
| | 05/02/2015 |
Common Stock, $0.01 par value
|
4,899
|
$
49.21
|
D
| |
|
Employee Stock Option (right to buy)
| | 04/27/2016 |
Common Stock, $0.01 par value
|
1,245
|
$
80.17
|
D
| |
|
Employee Stock Option (right to buy)
| | 04/27/2016 |
Common Stock, $0.01 par value
|
3,755
|
$
80.17
|
D
| |
|
Employee Stock Option (right to buy)
| | 04/26/2017 |
Common Stock, $0.01 par value
|
7,300
|
$
88.77
|
D
| |
|
Employee Stock Option (right to buy)
| | 05/01/2018 |
Common Stock, $0.01 par value
|
7,870
|
$
105.23
|
D
| |
|
Employee Stock Option (right to buy)
| | 04/27/2019 |
Common Stock, $0.01 par value
|
12,450
|
$
64.97
|
D
| |
| Explanation of Responses: |
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| /s/ Julie A. Piggott, by Judy K. Carter, Attorney-in-Fact | 10/02/2009 |
| ** Signature of Reporting Person | Date |
| 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 5(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).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
EX-24.
rrd227090_256426.html
POWER OF ATTORNEY The undersigned hereby appoints each of Roger Nober, James H. Gallegos, Craig
N. Smetko, Jeffrey T. Williams, and Judy K. Carter, signing singly, as the undersigned's true
and lawful attorney-in-fact to:
(1) execute and file with the Securities and Exchange Commission and any national securities
exchange, on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, and Form 144 under Rule 144
adopted pursuant to the Securities Act of 1933, and any amendments to the above-referenced
statutes and rules, regarding holdings of or transactions in securities of Burlington Northern
Santa Fe Corporation or any successors thereto;
(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to the undersigned and approves and ratifies
any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are
necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that neither the foregoing attorneys-in-fact nor Burlington
Northern Santa Fe Corporation are hereby assuming any of the undersigned's obligations to
comply with Section 16(a) of the Securities Exchange Act of 1934 or Rule 144 under the Securities
Act of 1933, any liability for failure to comply with such obligations, or any obligation or
liability for profit disgorgement under Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned
regarding the purposes outlined in the first paragraph of this Power of Attorney.
This Power of Attorney shall remain in effect until the undersigned is no longer required
to file Forms 3, 4, or 5 and Form 144 with respect to the undersigned's holdings of and
transactions in securities issued by Burlington Northern Santa Fe Corporation, unless
earlier (a) revoked by the undersigned in a written statement delivered to the Secretary
of Burlington Northern Santa Fe Corporation, or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a later date.
Each individual appointed as attorney-in-fact under this Power of Attorney shall serve
as attorney-in-fact pursuant to this Power of Attorney as long as such individual is
employed by Burlington Northern Santa Fe Corporation or BNSF Railway Company or any
successor to those companies, and upon termination of such employment for any reason,
the authority granted to such person pursuant to this Power of Attorney shall be null and void.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 16th day of September, 2009.
/s/ Julie A. Piggott
Signature
Julie A. Piggott
Print Name
STATE OF TEXAS )
)
COUNTY OF TARRANT )
On this 16th day of September, 2009, Linda Longo-Kazanoza personally appeared before me, and
acknowledged that she executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Beth K. Ventimiglia
Notary Public
My Commission Expires: 6-13-2008