Bond Burlington Northern & Santa Fe 4.95% ( US12189LAG68 ) in USD

Burlington Northern & Santa Fe

100 % ▼

United States

US12189LAG68 ( in USD )

4.95% per year ( payment 2 times a year)

15/09/2041

Prospectus brochure of the bond Burlington Northern Santa Fe US12189LAG68 en USD 4.95%, maturity 15/09/2041

1 000 USD

300 000 000 USD

12189LAG6

AA- ( High grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/09/2025 ( In 43 days )

Burlington Northern Santa Fe (BNSF) is a major freight railroad operating in the western United States and Canada, handling a significant portion of North America's freight transportation.

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189LAG68, pays a coupon of 4.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/09/2041

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189LAG68, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189LAG68, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Title of Each Class of

Amount to be

Maximum Offering

Maximum Aggregate

Amount of
Securities to be Registered
Registered

Price

Offering Price

Registration Fee(1)
3.45% Debentures due
2021

$450,000,000

99.753%

$448,888,500
$ 52,116
4.95% Debentures due
2041

$300,000,000

99.871%

$299,613,000
$ 34,785
Total

$ 86,901

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933

File Pursuant to Rule 424(b)(2)
Registration No. 333-166755
Prospectus Supplement
(To Prospectus dated May 12, 2010)

$450,000,000 3.45% Debentures due 2021
$300,000,000 4.95% Debentures due 2041

The 3.45% Debentures due 2021 (the "2021 Debentures") will bear interest at the rate of 3.45% per annum and the
4.95% Debentures due 2041 (the "2041 Debentures" and, together with the 2021 Debentures, the "Debentures") will bear
interest at the rate of 4.95% per annum.

We will pay interest on the Debentures on March 15 and September 15 of each year. The first such payment will be
made on March 15, 2012. The 2021 Debentures will mature on September 15, 2021 and the 2041 Debentures will mature on
September 15, 2041. The Debentures will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

We have the option to redeem all or a portion of the 2021 Debentures and the 2041 Debentures at any time. See
"Description of Debentures--Optional Redemption" in this prospectus supplement. There is no sinking fund for the
Debentures.

Investing in the Debentures involves risks. See Item 1A, "Risk Factors", of our most recent
Annual Report on Form 10-K to read about factors you should consider before buying the
Debentures.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

Price to
Underwriting
Proceeds, Before

The Public(1)
Discount
Expenses, to BNSF

Per 2021 Debenture

99.753%
0.65%
99.103%
Total
$448,888,500 $2,925,000 $ 445,963,500
Per 2041 Debenture

99.871%
0.875%
98.996%
Total
$299,613,000 $2,625,000 $ 296,988,000
(1) Plus accrued interest from August 22, 2011, if settlement occurs after that date. Interest on the Debentures must be paid by
the purchasers if the Debentures are delivered after August 22, 2011.

The Debentures offered by this prospectus supplement will not be listed on any securities exchange. Currently, there is
no public market for the Debentures.

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The underwriters expect to deliver the Debentures in book-entry form only, through the facilities of The Depository
Trust Company against payment on August 22, 2011.

Joint Book-Running Managers

Co-Managers

The date of this prospectus supplement is August 17, 2011.
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We have not, and the underwriters have not, authorized any dealer, salesperson or other person to
give any information or to represent anything not contained in this prospectus supplement or the
accompanying prospectus, and do not take responsibility for any unauthorized information or representations.
This prospectus supplement and the accompanying prospectus are an offer to sell only the debt securities
described in this prospectus supplement and the accompanying prospectus, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated herein by reference is current only as of the
respective dates of those documents.

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement
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The Company
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Ratio of Earnings to Fixed Charges
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Use of Proceeds
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Description of Debentures
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Material United States Federal Income Tax Consequences
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Underwriting
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Validity of the Debentures
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Experts
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Where You May Find More Information
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Prospectus

Page

Burlington Northern Santa Fe, LLC
1
Ratio of Earnings to Fixed Charges
1
Use of Proceeds
1
Description of Debt Securities
2
Plan of Distribution
13
Validity of Securities
14
Experts
14
Where You May Find More Information
14
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific
terms of this offering. The second part, the accompanying prospectus, gives more general information, some of
which may not apply to this offering. You should read this entire prospectus supplement, as well as the
accompanying prospectus and the documents incorporated by reference that are described under "Where You May
Find More Information" in this prospectus supplement and the accompanying prospectus.

We have not, and the underwriters have not, authorized any other person to give you any information not
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Accordingly, we and the underwriters do not take responsibility for any unauthorized information or representations.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of the respective dates of
those documents in which the information is contained. Our business, financial condition, results of operations and
prospects may have changed since those dates.

THE COMPANY

Burlington Northern Santa Fe, LLC ("BNSF"), a Delaware limited liability company, is a holding company
that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries.
On February 12, 2010, pursuant to the Agreement and Plan of Merger, dated as of November 2, 2009 (the "Merger
Agreement"), by and among Burlington Northern Santa Fe Corporation, a Delaware corporation, Berkshire
Hathaway Inc., a Delaware corporation ("Berkshire"), and R Acquisition Company, LLC, a Delaware limited
liability company wholly owned by Berkshire ("Merger Sub"), Burlington Northern Santa Fe Corporation merged
with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Berkshire. Upon
consummation of the merger, Merger Sub changed its name to "Burlington Northern Santa Fe, LLC." As used in this
prospectus supplement "BNSF" refers to Burlington Northern Santa Fe, LLC, our predecessor Burlington Northern
Santa Fe Corporation and BNSF's subsidiaries unless the context requires otherwise. BNSF is engaged primarily in
freight railroad transportation through its ownership of its principal operating subsidiary, BNSF Railway Company
("BNSF Railway"). BNSF Railway operates one of the largest railroad networks in North America with
approximately 32,000 route miles of track in 28 states and two Canadian provinces. BNSF Railway serves major
cities and ports in the western and southern United States, Canadian and Mexican traffic and important gateways to
the eastern United States.

BNSF Railway derives a substantial portion of its revenues from transportation services provided by the
following business groups: Consumer Products, which includes the business areas of international intermodal,
domestic intermodal (truckload/intermodal marketing companies and expedited truckload/less
than-truckload/parcel), and automotive; Coal; Agricultural Products; and Industrial Products, including the business
areas of construction products, building products, petroleum products, chemicals and plastic products, and food and
beverages.

Our principal executive offices are located at 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830,
telephone number (800) 795-2673.
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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth BNSF's ratio of earnings to fixed charges for the periods shown.

Successor

Predecessor

Six

Months

Ended February 13 - February 13 - January 1 -

June 30,
June 30,
December 31, February 12,
Year Ended December 31

2011

2010

2010

2010
2009 2008 2007
2006
Earnings to Fixed
Charges(1)

6.02x
6.16x
6.33x
4.48x
3.91x
5.04x
4.62x
4.90x

(1) For purposes of this ratio, earnings are calculated by adding fixed charges (excluding capitalized interest) to
pre-tax income or loss from continuing operations adjusted for equity method investee income and amortization
of capitalized interest. Fixed charges consist of interest on indebtedness (including amortization of debt discount
and premium) and an estimate of the portion of rental expense under long-term operating leases representative
of an interest factor.

USE OF PROCEEDS

We will use the net proceeds from the sale of the Debentures for general corporate purposes, which may
include but are not limited to working capital, capital expenditures, and repayment of outstanding indebtedness.

DESCRIPTION OF DEBENTURES

The following description of the particular terms of the Debentures offered in this prospectus supplement
supplements the description of the general terms and provisions of the debt securities set forth in the accompanying
prospectus. We refer you to the accompanying prospectus for that description. If this description differs in any way
from the general description of the debt securities in the accompanying prospectus, then you should rely on this
description.

General

BNSF will issue the 3.45% Debentures due 2021 (the "2021 Debentures") and the 4.95% Debentures due
2041 (the "2041 Debentures" and, together with the 2021 Debentures, the "Debentures") each as a separate series of
debt securities under the Indenture dated as of December 1, 1995 (the "Base Indenture"), as supplemented by the
Fifth Supplemental Indenture, dated as of February 11, 2010, pursuant to which BNSF assumed the obligations under
the Base Indenture, as supplemented, and the Ninth Supplemental Indenture, to be dated as of August 22, 2011 (the
Base Indenture, as so supplemented, the "Indenture"), between BNSF and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor in interest to
The First National Bank of Chicago, as Trustee. The Base Indenture is filed as Exhibit 4 to BNSF's registration
statement on Form S-3 filed on February 8, 1999. The Fifth Supplemental Indenture is filed as Exhibit 4.1 to
BNSF's current report on Form 8-K filed on February 16, 2010.

BNSF is a holding company that conducts its operations through its operating subsidiaries. Accordingly,
BNSF's ability to pay principal and interest on the Debentures depends, in part, on its ability to obtain dividends or
loans from its operating subsidiaries, which may be subject to contractual restrictions. In
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addition, the rights of BNSF and the rights of its creditors, including holders of the Debentures, to participate in any
distribution of the assets of a subsidiary upon the liquidation or recapitalization of the subsidiary will be subject to
the prior claims of the subsidiary's creditors, except to the extent BNSF itself may be a creditor with recognized
claims against the subsidiary.

BNSF is an indirect, wholly owned subsidiary of Berkshire, which has control over all decisions requiring
equity holder approval, including the election of our managers. In circumstances involving a conflict of interest
between Berkshire and our creditors, Berkshire could exercise its control in a manner that would benefit Berkshire
to the detriment of our creditors.

The covenants in the Indenture will not necessarily afford the holders of the Debentures protection in the
event of a decline in BNSF's credit quality resulting from highly leveraged or other transactions involving BNSF.

BNSF may issue separate series of debt securities under the Indenture from time to time without limitation
on the aggregate principal amount. BNSF may specify a maximum aggregate principal amount for the debt securities
of any series.

The Debentures will be unsecured obligations of BNSF and will rank on a parity with each other and with
all other unsecured and unsubordinated indebtedness of BNSF. We will issue the Debentures in book-entry form
only. We do not intend to list the Debentures on any securities exchange.

The 2021 Debentures will be issued in the aggregate principal amount of $450,000,000, will bear interest at
3.45% per annum and will mature on September 15, 2021.

The 2041 Debentures will be issued in the aggregate principal amount of $300,000,000, will bear interest at
4.95% per annum and will mature on September 15, 2041.

The Debentures will bear interest from August 22, 2011 or from the most recent interest payment date to
which interest has been paid or provided for. We will pay interest on the Debentures semiannually in arrears on
March 15 and September 15 of each year to the registered holders of the Debentures as of the close of business on
the immediately preceding March 1 and September 1, respectively, whether or not that day is a business day. The
first interest payment date will be March 15, 2012. Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

We may, without the consent of the holders of the Debentures of a series, issue additional Debentures of
such series and thereby increase the principal amount of the Debentures of such series in the future, on the same
terms and conditions (except for the issue date and price to investors) and with the same CUSIP number as the
Debentures of such series offered in this prospectus supplement.

No Sinking Fund

The Debentures will not be entitled to the benefit of a sinking fund.

Optional Redemption

At any time before June 15, 2021 (the date that is three months prior to the maturity date), the 2021
Debentures will be redeemable as a whole or in part, at our option, at a redemption price equal to the greater of
(1) 100% of the principal amount of the 2021 Debentures to be redeemed or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2021 Debentures to be redeemed (not including any
portion of such interest accrued as of the redemption date) discounted to the redemption date semiannually
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20
basis points, plus in either case any accrued and unpaid interest on the 2021
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Debentures to be redeemed to the date of redemption. The Independent Investment Banker (as defined below) will
calculate the redemption price.

At any time on or after June 15, 2021 (the date that is three months prior to the maturity date), the 2021
Debentures will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the
principal amount of the 2021 Debentures to be redeemed plus accrued and unpaid interest on the 2021 Debentures to
be redeemed to the date of redemption.

At any time before March 15, 2041 (the date that is six months prior to the maturity date), the 2041
Debentures will be redeemable as a whole or in part, at our option, at a redemption price equal to the greater of
(1) 100% of the principal amount of the 2041 Debentures to be redeemed or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2041 Debentures to be redeemed (not including any
portion of such interest accrued as of the redemption date) discounted to the redemption date semiannually
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
25 basis points, plus in either case any accrued and unpaid interest on the 2041 Debentures to be redeemed to the
date of redemption. The Independent Investment Banker (as defined below) will calculate the redemption price.

At any time on or after March 15, 2041 (the date that is six months prior to the maturity date), the 2041
Debentures will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the
principal amount of the 2041 Debentures to be redeemed plus accrued and unpaid interest on the 2041 Debentures to
be redeemed to the date of redemption.

"Treasury Rate", with respect to a series of Debentures, means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue for such series of
Debentures, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such series of Debentures for such redemption date.

"Comparable Treasury Issue", with respect to a series of Debentures, means the United States Treasury
security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the
Debentures of such series that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the
Debentures of such series.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by BNSF.

"Comparable Treasury Price", with respect to a series of Debentures, means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer Quotations", with respect to a series of Debentures, means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue for such series of Debentures (expressed in
each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and one other nationally
recognized investment banking firm that is a primary U.S. Government securities dealer in New
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York City (a "Primary Treasury Dealer") specified from time to time by us; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, we shall replace that former dealer with another Primary
Treasury Dealer.

We will mail notice of any redemption between 30 days and 60 days before the redemption date to each
holder of the Debentures to be redeemed. The notice of redemption with respect to a redemption pursuant to the first
and third paragraphs of "Optional Redemption" need not set forth the redemption price but only the manner of
calculation thereof. We will notify the trustee of such redemption price promptly after the calculation and the trustee
shall not be responsible for such calculation.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to
accrue on the Debentures or portions of the Debentures called for redemption.

Change of Control Repurchase Event

If a change of control repurchase event occurs with respect to a series of Debentures, unless we have
exercised our right to redeem the Debentures of such series as described above, we will be required to make an
offer to each holder of Debentures of such series to repurchase all or any part (in integral multiples of $1,000) of
that holder's Debentures of such series at a repurchase price in cash equal to 101% of the aggregate principal
amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not
including, the date of repurchase. Within 30 days following a change of control repurchase event or, at our option,
prior to a change of control, but after the public announcement of the transaction that constitutes or may constitute the
change of control, we will mail a notice to each holder of the applicable series of Debentures, with a copy to the
trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase
event and offering to repurchase Debentures of such series on the payment date specified in the notice, which date
will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if
mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a
change of control repurchase event occurring on or prior to the payment date specified in the notice. We will comply
with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Debentures as a result of a change of control repurchase event. To the extent
that the provisions of any securities laws or regulations conflict with the change of control repurchase event
provisions of the Debentures, we will comply with the applicable securities laws and regulations and will not be
deemed to have breached our obligations under the change of control repurchase event provisions of the Debentures
by virtue of such conflict.

On the repurchase date following a change of control repurchase event, we will, to the extent lawful:

(1) accept for payment all Debentures or portions of Debentures properly tendered pursuant to our offer;

(2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all Debentures or
portions of Debentures properly tendered; and

(3) deliver or cause to be delivered to the trustee the Debentures properly accepted, together with an
officers' certificate stating the aggregate principal amount of Debentures being purchased by us.

The trustee will promptly mail to each holder of Debentures properly tendered the purchase price for the
Debentures, and the trustee will promptly cause to be transferred by book-entry to each holder a new debenture
equal in principal amount to any unpurchased portion of any Debentures surrendered; provided that each new
debenture will be in a principal amount of a minimum denomination of $2,000 and an integral multiple of $1,000 in
excess thereof.
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We will not be required to make an offer to repurchase the Debentures upon a change of control repurchase
event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all Debentures properly tendered and not
withdrawn under its offer.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions
are applicable:

"Below investment grade ratings event", with respect to a series of Debentures, means that on any day
within the 60-day period (which period shall be extended so long as the rating of the Debentures of such series is
under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of
(1) the occurrence of a change of control; or (2) public notice of the occurrence of a change of control or the
intention by BNSF to effect a change of control, the Debentures of such series are rated below investment grade by
each of the rating agencies. Notwithstanding the foregoing, a below investment grade ratings event otherwise arising
by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of
control (and thus shall not be deemed a below investment grade ratings event for purposes of the definition of
change of control repurchase event hereunder) if the rating agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the
reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred
at the time of the ratings reduction).

"Change of control" means the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of
the Exchange Act), other than Berkshire, its subsidiaries, or its or such subsidiaries' employee benefit plans,
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the combined voting power of our voting stock or other voting stock into which our voting
stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares.

"Change of control repurchase event", with respect to a series of Debentures, means the occurrence of both
a change of control and a below investment grade ratings event for such series of Debentures.

"Investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor
ratings category of Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor ratings
category of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating
agencies selected by us.

"Moody's" means Moody's Investors Service, Inc.

"Rating agency" means (1) each of Moody's and S&P; and (2) if either Moody's or S&P ceases to rate the
Debentures or fails to make a rating of the Debentures publicly available for reasons outside of our control, a
"nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act,
selected by us (as certified by a written consent or resolution of our board of managers) as a replacement agency for
Moody's or S&P, or both of them, as the case may be.

"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc.

"Voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of
any date means the capital stock (or other equity interests) of such person that is at the time entitled to vote generally
in the election of the board of directors (or other equivalent body) of such person.
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