0001104659-12-002057.txt : 20120113 0001104659-12-002057.hdr.sgml : 20120113 20120113171534 ACCESSION NUMBER: 0001104659-12-002057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION TRUST GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55113 FILM NUMBER: 12527497 BUSINESS ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a12-2713_1sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

 

Berkshire Hathaway Inc.

(Name of Issuer)

 

Class B common stock, $0.0033 Par Value

(Title of Class of Securities)

 

084670702

(CUSIP Number)

 

Laurie Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA  98033

(425) 889-7900

(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

 

January 12, 2012

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 (“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.   084670702

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cascade Investment, L.L.C.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,075,000
(1)

 

8.

Shared Voting Power

-0-

 

9.

Sole Dispositive Power
6,075,000
(1)

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,075,000
(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

(1)Cascade Investment, L.L.C. (“Cascade”) holds 4,050 shares of Berkshire Hathaway Inc. (the “Issuer”) Class A common stock (“Class A Shares”), each of which are convertible, at the option of the holder, into 1,500 shares of the Issuer’s Class B common stock (“Class B Shares”).  The number of Class B Shares above assumes the conversion of the 4,050 Class A Shares held by Cascade into 6,075,000 Class B Shares.  All shares of common stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 



 

CUSIP No.   084670702

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bill & Melinda Gates Foundation Trust

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

-0-

 

8.

Shared Voting Power
90,564,077
(1)

 

9.

Sole Dispositive Power

-0-

 

10.

Shared Dispositive Power
90,564,077
(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

90,564,077(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

8.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all common stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust.

 



 

CUSIP No.   084670702

 

 

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)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,525,000
(1)

 

8.

Shared Voting Power

90,564,077(2)

 

9.

Sole Dispositive Power
6,525,000
(1)

 

10.

Shared Dispositive Power

90,564,077(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

97,089,077(1) (2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

(1)William H. Gates III beneficially owns 300 shares of Berkshire Hathaway Inc. (the “Issuer”) Class A common stock (“Class A Shares”) directly and an additional 4,050 Class A Shares through Cascade Investment, L.L.C. (“Cascade”), a limited liability company solely owned by Mr. Gates.  Each Class A Share is convertible, at the option of the holder, into 1,500 shares of the Issuer’s Class B common stock (“Class B Shares”).  The number of Class B Shares shown above assumes the conversion of the 300 Class A Shares held directly by Mr. Gates into 450,000 Class B Shares and the conversion of the 4,050 Class A Shares held by Cascade into 6,075,000 Class B Shares.

 

(2)Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 90,564,077 shares of the Issuer’s Class B Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust.

 



 

CUSIP No.   084670702

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Melinda French Gates

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power

90,564,077(1)

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power

90,564,077(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

90,564,077(1)

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.5%

 

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

(1)Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 90,564,077 shares of Berkshire Hathaway Inc. Class B common stock (“Class B Shares”).  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B Shares beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates, as Co-Trustees of the Trust.

 



 

EXPLANATORY STATEMENT

 

This Amendment No. 12 to Schedule 13D (“Amendment”) relates to the Class B common stock, $0.0033 Par Value (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”).  Cascade Investment, L.L.C., (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (collectively, the “Reporting Persons”) jointly file this Amendment to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 24, 2006, as amended on July 17, 2007, March 20, 2008, July 3, 2008, March 6, 2009, July 2, 2009, March 2, 2010, March 19, 2010, July 2, 2010, November 12, 2010, March 18, 2011 and July 7, 2011.  Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and the Reporting Persons expressly disclaim membership in a group.

 

Item 5.                              Interest in Securities of the Issuer.

(a)                           See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Class B Shares beneficially owned by each of the Reporting Persons.

(b)                           See items 7 through 10 of the cover pages to this Schedule 13D for the number of Class B Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

(c)                           During the past sixty days, the Trust sold 3,225,000 Class B Shares, as set forth in Exhibit 99.1 hereto, pursuant to the Trust’s Rule 10b5-1(c)(1) sales plan.  The sales were made to facilitate compliance with federal excise tax rules limiting excess business holdings by private foundations.

(d)                           None.

(e)                           Not applicable.

 

Item 7.                                           Material to be Filed as Exhibits

 

Exhibit 99.1                           Sale transactions during the past sixty 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.

 

 Date:            January 13, 2012

CASCADE INVESTMENT, L.L.C.(1)

 

By:

*

 

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for Michael Larson,

 

 

 

Business Manager

 

 

 

 

 

BILL & MELINDA GATES FOUNDATION TRUST(1)

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact for each of the Co-Trustees, William H. Gates III and Melinda French Gates

 

 

 

 

 

WILLIAM H. GATES III(1)

 

By:

*

 

 

 

Name:

Alan Heuberger(3)(4)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

MELINDA FRENCH GATES(1)

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact

 

 

*By:

/s/ Alan Heuberger

 

 

 

Alan Heuberger

 


 

(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated August 24, 2006 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on August 24, 2006, SEC File No. 005-55113, and incorporated by reference herein.

 

(2)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

(3)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.

 

(4)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 


EX-99.1 2 a12-2713_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

The table below specifies the date, quantity, weighted-average sale price and range of price per share of Class B common stock of Berkshire Hathaway Inc. sold by Bill & Melinda Gates Foundation Trust (the “Trust”) during the past sixty days.  The Trust undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price.  All of the transactions were effected on the New York Stock Exchange or through Electronic Communication Networks.

 

Trade Date

Quantity Sold

Weighted-Average Price Per Share Sold
($)

Range of Price ($)

11/14/2011

80,500

75.9243

75.5250 – 76.4900

11/15/2011

67,635

76.0074

75.3350 – 76.3300

11/15/2011

12,865

76.3973

76.3350 – 76.5200

11/16/2011

59,489

75.1936

74.5800 – 75.5750

11/16/2011

21,011

75.7319

75.5800 – 75.9300

11/17/2011

54,900

74.1921

73.9200 – 74.9100

11/17/2011

25,600

75.4174

74.9200 – 75.6500

11/18/2011

80,500

75.2953

74.7900 – 75.6000

11/21/2011

80,500

74.4679

74.0800 – 74.8900

11/22/2011

80,500

74.6526

74.3450 – 75.2550

11/23/2011

80,500

73.2759

72.8200 – 73.5200

11/25/2011

80,500

73.1137

72.7900 – 73.4400

11/28/2011

80,500

75.1235

74.8350 – 75.4400

11/29/2011

80,500

75.3984

75.1200 – 75.7100

11/30/2011

45,000

77.4077

76.9600 – 77.9200

11/30/2011

35,500

78.4375

78.1500 – 78.7900

12/01/2011

80,500

77.7375

77.4200  – 78.0600

12/2/2011

70,000

77.6742

77.3450 – 78.1600

12/02/2011

10,500

78.5268

78.4500 – 78.8900

12/05/2011

47,393

77.7382

77.2450 – 78.2400

12/05/2011

33,107

78.4304

78.2500 – 78.7700

12/06/2011

46,963

77.9653

77.2800 – 78.2700

12/06/2011

33,537

78.4868

78.2800 – 78.7800

12/07/2011

66,880

77.4503

77.0300 – 78.0200

12/07/2011

13,620

78.6043

78.0300 – 78.8900

12/08/2011

76,987

77.2399

76.6950 – 77.6900

12/08/2011

3,513

77.8280

77.7000 – 77.9300

12/09/2011

80,500

77.6550

77.2600 – 77.9900

12/12/2011

80,500

76.0974

75.7300 – 76.4300

12/13/2011

57,200

75.4250

75.0400 – 75.7400

12/13/2011

23,300

76.3310

76.1300 – 76.8300

12/14/2011

80,500

75.6469

75.3000 – 76.1000

12/15/2011

77,000

75.1108

74.8600 – 75.4600

 



 

Trade Date

Quantity Sold

Weighted-Average Price Per Share Sold
($)

Range of Price ($)

12/15/2011

1,000

76.3000

 

12/16/2011

73,600

75.0093

74.6600 – 75.3800

12/19/2011

61,500

74.1127

73.7650 – 74.7600

12/19/2011

12,100

75.1231

74.7650 – 75.2900

12/20/2011

47,900

75.5308

75.0000 – 75.9950

12/20/2011

25,700

76.1439

76.0000 – 76.4200

12/21/2011

73,600

75.9360

75.5600 – 76.1800

12/22/2011

73,600

76.3756

75.9050 – 76.7300

12/23/2011

73,600

77.4136

76.9000 – 77.7700

12/27/2011

73,600

77.3237

77.1200 – 77.9200

12/28/2011

73,600

76.5811

76.3950 – 77.0500

12/29/2011

73,600

76.6248

76.3400 – 76.8500

12/30/2011

73,600

76.4917

76.3650 – 76.7000

1/3/2012

80,000

77.9003

77.6750 – 78.2700

1/4/2012

80,000

76.8727

76.6800 – 77.1500

1/5/2012

74,100

76.6835

76.0500 – 77.0450

1/5/2012

5,900

77.0719

77.0500 – 77.1200

1/6/2012

80,000

76.5173

76.3250 – 76.8400

1/9/2012

80,000

76.1156

75.9800 – 76.3000

1/10/2012

80,000

77.2489

76.9000 – 77.5000

1/11/2012

80,000

77.7279

77.1000 – 78.0300

1/12/2012

80,000

78.2023

77.8400 – 78.4800