-----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, Mg0RNiJno+bhFWqysmfpbMk429uODdOsN9oBJrFdNLdrqJUJ29vEBOjzZm1+xeMp 7+lXSBL9WyXSpky5fp19UQ== 0001104659-05-006447.txt : 20050214 0001104659-05-006447.hdr.sgml : 20050214 20050214165732 ACCESSION NUMBER: 0001104659-05-006447 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORIXA CORP CENTRAL INDEX KEY: 0001042561 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911654387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52635 FILM NUMBER: 05611767 BUSINESS ADDRESS: STREET 1: 1900 9TH AVENUE STREET 2: SUITE 1100 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2063663700 MAIL ADDRESS: STREET 1: 1900 9TH AVENUE STREET 2: SUITE 1100 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE GATE LLC CENTRAL INDEX KEY: 0001055730 IRS NUMBER: 911714348 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 0 STREET 2: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 2: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13G/A 1 a05-2891_4sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

 

CORIXA CORPORATION

(Name of Issuer)

 

Common Stock, Par Value, $.001 Per Share

(Title of Class of Securities)

 

21887F100

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

 

CUSIP No.  21887F100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Castle Gate L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of Washington

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,885,565

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
4,885,565

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,565

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,885,565

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
4,885,565

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,565

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

Item 1.

 

(a)

Name of Issuer
Corixa Corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
1900 9th Avenue, Suite 1100
Seattle, Washington, 98101

 

Item 2.

 

(a)

Name of Person Filing
Castle Gate L.L.C. (“Company”) and William H. Gates III (“Gates”)

 

(b)

Address of Principal Business Office or, if none, Residence
Company – 2365 Carillon Point, Kirkland, Washington  98033
Gates – One Microsoft Way, Redmond, Washington  98052

 

(c)

Citizenship
The Company is a limited liability company organized under the laws of the State of Washington.

Gates is a citizen of the United States of America.

 

(d)

Title of Class of Securities
Common Stock, Par Value, $.001 Per Share (“Common Stock”)

 

(e)

CUSIP Number
21887F100

 

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:

 

Not Applicable

 

4



 

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:  4,885,565*.  Pursuant to an Equity Line of Credit and Securities Purchase Agreement (the “Agreement”) between the Company and the Issuer, the Issuer has issued 12,500 shares of its Series A Preferred Stock and 37,500 shares of Series B Preferred Stock (collectively, the “Preferred Stock”) to the Company.  The Preferred Stock is convertible into 2,936,577 shares of Common Stock, subject to certain potential adjustments.  In addition, pursuant to the Agreement, the Issuer has issued warrants (the “Warrants”) to the Company to purchase Common Stock, which are currently exercisable for a total of 1,435,205 shares of Common Stock.

 

 

The Preferred Stock and Warrants were issued to the Company and are held in the Company’s name.  William H. Gates III is a member of the Company and has the sole power to direct the vote of the Preferred Stock (on an as-converted basis) and the vote and disposition of the Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants.

 

(b)

Percent of class:    8.2%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote  4,885,565*.  Includes all shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued to and held by the Company.

 

 

(ii)

Shared power to vote or to direct the vote  -0-

 

 

(iii)

Sole power to dispose or to direct the disposition of  4,885,565*.  Includes all shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued to and held by the Company.

 

 

(iv)

Shared power to dispose or to direct the disposition of  -0-

 


 

 

 

*  All Common Stock beneficially owned by the Company may be deemed to be beneficially owned by Gates as the controlling member of the Company.  Michael Larson, the Company’s business manager and executive officer, has voting and investment power with respect to the Common Stock held by the Company.  Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by the Company and Gates.

 

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   o.

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Under certain circumstances, the other member of the Company is entitled to receive a portion of the profits from a sale of the Common Stock.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable.

 

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 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.

 

5



 

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 11, 2005

 

 

 

CASTLE GATE L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

Name:

Michael Larson

 

Title:

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

Name:

Michael Larson*

 

Title:

Attorney-in-fact

 

JOINT FILING AGREEMENT

 

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed, on behalf of each of us.

 

DATED: February 11, 2005

 

 

CASTLE GATE L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

Name:

Michael Larson

 

Title

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

Name:

Michael Larson*

 

Title:

Attorney-in-fact

 


* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 4, 2005, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to Cascade Investment L.L.C.’s Amendment No. 5 to Schedule 13G with respect to Canadian National Railway Company on February 11, 2005, SEC File No. 005-48661, and incorporated by reference herein.

 

6


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