UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 3)*
OCCIDENTAL PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
674599105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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 cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “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.)
| CUSIP No. 674599105 | 13G | Page 2 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Warren E. Buffett | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants (as hereinafter defined)) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 674599105 | 13G | Page 3 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,210,498.81 shares of Common Stock (83,858,848.81 of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.0% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 4 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
National Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
267,602,354.44 shares of Common Stock (73,250,704.44 of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
267,602,354.44 shares of Common Stock (73,250,704.44 of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,602,354.44 shares of Common Stock (73,250,704.44 of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.0% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 5 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Columbia Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
10,608,144.37 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
10,608,144.37 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,608,144.37 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 6 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
38,910,505.84 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
38,910,505.84 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,910,505.84 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 7 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Government Employees Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
27,254,125.86 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
27,254,125.86 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,254,125.86 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 8 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Casualty Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
3,270,495.10 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
3,270,495.10 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,270,495.10 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 9 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
8,385,884.88 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
8,385,884.88 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,385,884.88 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 10 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Specialty Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
1,677,176.98 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
1,677,176.98 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,677,176.98 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 11 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Life Insurance Company of Nebraska | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
3,018,918.56 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
3,018,918.56 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,018,918.56 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 674599105 | 13G | Page 12 of 17 Pages |
| 1 |
NAME OF REPORTING PERSON
BHG Life Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
5,870,119.42 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
5,870,119.42 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,870,119.42 shares of Common Stock (all of which represent shares underlying the Berkshire Warrants) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| SCHEDULE 13G | Page 13 of 17 Pages |
The shares of Common Stock of Occidental Petroleum Corporation (“Occidental”) reported in this Schedule 13G include warrants for an aggregate of 83,858,848.81 shares of Common Stock exercisable by certain of the Reporting Persons within 60 days (the “Berkshire Warrants”). All shares of Common Stock underlying the Berkshire Warrants are treated as outstanding for purposes of computing the percentage ownership of each of the Reporting Persons reported in this Schedule 13G. The Berkshire Warrants were issued on August 8, 2019 initially for 80,000,000 million shares of Common Stock at an exercise price of $62.50 per share, but on June 26, 2020, Occidental’s Board of Directors declared a distribution to its common shareholders of warrants to purchase additional shares of Common Stock, which distribution resulted in an anti-dilution adjustment to the Berkshire Warrants that lowered the exercise price to $59.624 per share and increased the number of shares of Common Stock issuable on exercise of the Berkshire Warrants to 83,858,848.81. The Berkshire Warrants have not been exercised.
Item 1.
(a) Name of Issuer
Occidental Petroleum Corporation
(b) Address of Issuer’s Principal Executive Offices
5 Greenway Plaza, Houston, TX 77046
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
| Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States citizen |
Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware | |
| National Indemnity Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska |
GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware | |
| BHG Life Insurance Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska |
Government Employees Insurance Company One GEICO Plaza Washington, DC 20076 Nebraska | |
| Columbia Insurance Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska |
Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska corporation | |
| GEICO Casualty Company One GEICO Plaza Washington, DC 20076 Nebraska |
Berkshire Hathaway Specialty Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska | |
Page 14 of 17 Pages
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
674599105
Item 3. If this statement is filed pursuant to § 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).
National Indemnity Company, Columbia Insurance Company, Government Employees Insurance Company, GEICO Indemnity Company, Berkshire Hathaway Specialty Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska, GEICO Casualty Company and BHG Life Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act. The Reporting Persons together are a group in accordance with § 240.13d-1(b)(i)(ii)(K).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned
See the Cover Pages for each of the Reporting Persons.
(b) Percent of class
See the Cover Pages for each of the Reporting Persons.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
See the Cover Pages for each of the Reporting Persons.
Page 15 of 17 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
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 or Control Person.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my 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 held 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, other than activities solely in connection with a nomination under §240.14a-11.
Page 16 of 17 Pages
SIGNATURES
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 this 14th day of February, 2023
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC. | ||
| By: |
/s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||
Page 17 of 17 Pages
| NATIONAL INDEMNITY COMPANY, COLUMBIA INSURANCE COMPANY, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE CORPORATION, GEICO INDEMNITY COMPANY, BERKSHIRE SPECIALTY INSURANCE COMPANY, BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, GEICO CASUALTY COMPANY AND BHG LIFE INSURANCE COMPANY | ||
| By: |
/s/ WARREN E. BUFFETT | |
| Warren E. Buffett | ||
| Attorney-in-Fact | ||