Southwest Gas Holdings, Inc.
7.00%
5,028,975
1692115
844895102
May 22, 2025
May 28, 2025, 06:05 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Corvex Management LP | Investment Adviser | 7.00% | 5,028,975 | 5,028,975 | 0 |
| Keith A. Meister | Individual | 7.00% | 5,028,975 | 5,028,975 | 0 |
Disclosure Items (6)
Common Stock, par value $1 per share
Southwest Gas Holdings, Inc.
8360 S. Durango Drive, LAS VEGAS, NV, 89193
Item 3 is hereby amended and restated in its entirety as follows: The Reporting Persons used the working capital of the Corvex Funds to purchase the 5,028,975 Shares reported herein. The total purchase price for the Shares reported herein was approximately $303,564,890. Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
Corvex may be deemed to be the beneficial owner of 5,028,975 Shares, which represent approximately 7.0% of the Issuer's outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 71,912,673 Shares outstanding as of April 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025.
Items 7 through 10 of each of the cover pages of this Amendment No. 1 are incorporated herein by reference.
Except as set forth in Exhibit 99.1 attached hereto, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
Not applicable.
Item 6 is hereby amended and supplemented as follows: The Corvex Funds are no longer party to cash-settled swaps previously disclosed in this Schedule 13D.
Exhibit 99.1 Transactions in the Shares effected in the past 60 days.