Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYk2i5YoLkxDMT5lREhBGgCFQattvRXorPMC1MQfSuqxZxQ4TjEBhLOE5TcU2335 YJry2llLP5/yxyjbrue9Ng== 0001193125-08-028728.txt : 20080213 0001193125-08-028728.hdr.sgml : 20080213 20080213110106 ACCESSION NUMBER: 0001193125-08-028728 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON NORTHERN SANTA FE CORP CENTRAL INDEX KEY: 0000934612 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 411804964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44429 FILM NUMBER: 08601690 BUSINESS ADDRESS: STREET 1: 2650 LOU MENK DR CITY: FT WORTH STATE: TX ZIP: 76131-2830 BUSINESS PHONE: 8007952673 MAIL ADDRESS: STREET 1: 2650 LOU MENK DRIVE CITY: FORT WORTH STATE: TX ZIP: 76131-2830 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTE FE CORP DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: BNSF CORP DATE OF NAME CHANGE: 19941223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARSICO CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001055966 IRS NUMBER: 841434992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1200 17TH ST STREET 2: STE 1600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3034545600 MAIL ADDRESS: STREET 1: 1200 17TH ST STREET 2: STE 1600 CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

BURLINGTON NORTHERN SANTA FE CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

12189T104

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of Statement)

Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

x Rule 13d – 1(b)

¨ Rule 13d – 1(c)

¨ Rule 13d – 1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

(Continued on following page(s))


CUSIP No 12189T104		13G		Page 2 of 5 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Marsico Capital Management, LLC 84-1434992
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No 12189T104		13G		Page 3 of 5 Pages

Item 1

(a).

Name of Issuer:

Burlington Northern Santa Fe Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

2650 Lou Menk Drive

Fort Worth, Texas 76131-2830

Item 2

(a).

Name of Person Filing:

Marsico Capital Management, LLC

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

1200 17^th Street, Suite 1600

Denver, Colorado 80202

Item 2

(c).

Citizenship:

Delaware

Item 2

(d).

Title of Class of Securities:

Common Stock

Item 2

(e).

CUSIP Number:

12189T104

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

Investment company registered under Section 8 of the Investment Company Act.

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);


CUSIP No 12189T104		13G		Page 4 of 5 Pages

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨


Item 4.		Ownership:

		With respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.

Item 5.		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

		Not applicable.

Item 8.		Identification and Classification of Members of the Group:

		Not applicable.

Item 9.		Notice of Dissolution of Group:

		Not applicable.


CUSIP No 12189T104		13G		Page 5 of 5 Pages



Item 10.		Certification:

		By signing below each of the undersigned certifies that, to the best of such undersigned’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2008


Marsico Capital Management, LLC

By:		/s/ NEIL L GLOUDE
Name:		Neil L. Gloude
Title:		Executive Vice President

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