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    Amendment: SEC Form SCHEDULE 13D/A filed by Southwest Gas Holdings Inc.

    5/28/25 6:05:33 PM ET
    $SWX
    Oil & Gas Production
    Utilities
    Get the next $SWX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Southwest Gas Holdings, Inc.

    (Name of Issuer)


    Common Stock, par value $1 per share

    (Title of Class of Securities)


    844895102

    (CUSIP Number)


    Keith Meister/Patrick Dooley
    Corvex Management LP, 667 Madison Avenue
    New York, NY, 10065
    (212) 474-6700

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    05/23/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover 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).






    SCHEDULE 13D

    CUSIP No.
    844895102


    1 Name of reporting person

    Corvex Management LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    5,028,975.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    5,028,975.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    5,028,975.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7 %
    14Type of Reporting Person (See Instructions)

    IA, PN



    SCHEDULE 13D

    CUSIP No.
    844895102


    1 Name of reporting person

    Keith A. Meister
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    5,028,975.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    5,028,975.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    5,028,975.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7 %
    14Type of Reporting Person (See Instructions)

    IN, HC



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $1 per share
    (b)Name of Issuer:

    Southwest Gas Holdings, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    8360 S. Durango Drive, Post Office Box 98510, LAS VEGAS, NEVADA , 89193.
    Item 1 Comment:
    This Amendment No. 1 ("Amendment No. 1") supplements the information set forth in the Schedule 13D dated October 23, 2023, filed by Corvex Management LP ("Corvex") and Keith Meister with the United States Securities and Exchange Commission (the "Schedule 13D") relating to the shares of common stock, par value $1 per share (the "Shares"), of Southwest Gas Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
    Item 3.Source and Amount of Funds or Other Consideration
     
    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.
    Item 4.Purpose of Transaction
     
    Item 4 is hereby amended and supplemented as follows: The Reporting Persons acquired the Shares over which they exercise beneficial ownership in the belief that the Shares are undervalued and an attractive investment. The Reporting Persons expect from time to time to engage with the Issuer on its business and ways to enhance shareholder value. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Issuer's Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
    Item 5.Interest in Securities of the Issuer
    (a)
    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.
    (b)
    Items 7 through 10 of each of the cover pages of this Amendment No. 1 are incorporated herein by reference.
    (c)
    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.
    (d)
    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.
    (e)
    Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    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.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 Transactions in the Shares effected in the past 60 days.

        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.

     
    Corvex Management LP
     
    Signature:/s/ Keith Meister
    Name/Title:Keith Meister / Managing Partner
    Date:05/28/2025
     
    Keith A. Meister
     
    Signature:/s/ Keith Meister
    Name/Title:Keith Meister / Self
    Date:05/28/2025
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