- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WHITACRE EDWARD E JR	2. Issuer Name and Ticker or Trading Symbol BURLINGTON NORTHERN SANTA FE, LLC [ BNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O AT&T INC., 745 MULBERRY AVE., SUITE 475	3. Date of Earliest Transaction (MM/DD/YYYY) 2/12/2010
(Street) SAN ANTONIO, TX 78212 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	2/12/2010		D		9664	D	(1)	14980	D
Common Stock, $.01 par value	2/12/2010		D		14980	D	(2)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(3)	2/12/2010		D			3884.506	(4)	(4)	Common Stock	3884.506	(5)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to merger agreement between issuer and Berkshire Hathaway Inc. in exchange for either Berkshire Hathaway Inc. shares or cash, as elected.
( 2)	Restricted stock units payable in common stock. These units were converted into restricted stock units payable in Berkshire Hathaway Inc. Class B common stock in connection with the merger.
( 3)	Converts to stock on a 1-for-1 basis.
( 4)	The units are payable in cash after the reporting person ceases to be a director or otherwise pursuant to the terms of the Burlington Northern Santa Fe 2005 Deferred Compensation Plan for Non-Employee Directors and/or the Deferred Compensation Plan for Directors.
( 5)	These units were converted into 391,366.01 units deemed invested in the BNSF Prime Rate Fund in connection with the merger.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHITACRE EDWARD E JR C/O AT&T INC. 745 MULBERRY AVE., SUITE 475 SAN ANTONIO, TX 78212	X

Signatures
Edward E. Whitacre, Jr. by Judy K. Carter, Attorney-in-Fact		2/17/2010
** 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 4(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).
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