UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Laurie Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA  98033

(425) 889-7900

(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).

 

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class B 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.

 

 

(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 100,979,077 shares of the Issuer’s 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. 

 

 

(1)Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 100,979,077 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. 11 to Schedule 13D (“Amendment”) relates to the Class B common stock, $0.0033 Par Value (“Class B Shares”) of Berkshire Hathaway Inc. (the “Issuer”).  This Amendment is being filed jointly by Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (collectively, the “Reporting Persons”) 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 and March 18, 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 2.      Identity and Background

 

(b)  Address of Principal Business Office or, if none, Residence

The Trust – 500 Fifth Avenue, Seattle, Washington  98119

Melinda French Gates – 500 Fifth Avenue, Seattle, Washington  98119

 

Item 3.      Source and Amount of Funds or Other Consideration

 

On July 7, 2011, the Trust acquired 19,344,522 Class B Shares as a gift from Warren E. Buffett.

 

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)          On July 7, 2011, the Trust acquired 19,344,522 Class B Shares as a gift from Warren E. Buffett.  The closing price per share of the Class B shares on July 7, 2011 was $77.77.

 

During the past sixty days, the Trust sold 2,600,000 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: July 7, 2011				BILL & MELINDA GATES FOUNDATION TRUST(1)
				By:			*
							Name:	Alan Heuberger (2)
							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(2)(3)
							Title:	Attorney-in-fact
				MELINDA FRENCH GATES(1)
				By:			*
							Name:	Alan Heuberger (2)
							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 William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to the Trust’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 6, 2009, SEC File No. 005-60431 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, filed as Exhibit 99.2 to Amendment No. 1 to Cascade Investment, L.L.C’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

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 affected on the New York Stock Exchange or through Electronic Communication Networks.

 

Trade Date			Quantity Sold			Weighted-Average Price Per Share Sold ($)			Range of Price ($)
5/9/2011			47,400			80.8775			80.3000 – 81.2950
5/9/2011			7,600			81.3388			81.3000 – 81.4100
5/10/2011			55,000			80.9865			80.6100 – 81.2500
5/11/2011			55,000			80.2197			80.0000 – 80.7700
5/12/2011			49,500			80.4482			79.8900 – 80.8850
5/12/2011			5,500			80.9525			80.8900 – 81.0550
5/13/2011			52,000			79.7330			79.6100 – 80.1500
5/13/2011			3,000			80.8467			80.7400 – 81.0000
5/16/2011			55,000			79.6408			79.2700 – 80.1600
5/17/2011			55,000			78.9240			78.5750 – 79.2800
5/18/2011			55,000			79.3440			78.9800 – 79.6500
5/19/2011			55,000			79.1847			78.9150 – 79.6700
5/20/2011			55,000			79.0396			78.6550 – 79.5650
5/23/2011			58,105			78.0376			77.7000 – 78.3200
5/24/2011			57,000			77.8701			77.6600 – 78.1900
5/25/2011			52,000			77.8503			77.3000 – 78.2950
5/25/2011			8,000			78.3753			78.3000 – 78.5000
5/26/2011			49,000			78.0358			77.5200 – 78.5000
5/26/2011			6,000			78.6406			78.5400 – 78.6750
5/27/2011			55,000			77.9529			77.7200 – 78.4350
5/31/2011			65,000			78.6966			78.3500 – 79.0000
6/1/2011			47,600			77.5994			77.0550 – 78.0450
6/1/2011			7,400			78.3361			78.0550 – 78.8100
6/2/2011			65,000			77.3031			77.0150 – 77.7500
6/3/2011			65,000			76.4385			76.1550 – 76.8550
6/6/2011			65,000			75.6459			75.2250 – 76.0000
6/7/2011			65,000			75.4517			74.8800 – 75.8700
6/8/2011			65,000			74.6131			74.2850 – 75.0700
6/9/2011			65,000			75.0724			74.4200 – 75.4000
6/10/2011			65,000			74.1964			73.7450 – 74.6400
6/13/2011			65,000			74.2307			73.8500 – 74.4900
6/14/2011			65,000			75.3210			74.8600 – 75.7300
6/15/2011			61,300			73.8309			73.2600 – 74.2500

 

 

Trade Date			Quantity Sold			Weighted-Average Price Per Share Sold ($)			Range of Price ($)
6/15/2011			3,700			74.2876			74.2700 – 74.3500
6/16/2011			42,300			74.6659			73.9100 – 74.9050
6/16/2011			22,700			74.9771			74.9100 – 75.0650
6/17/2011			65,000			75.6143			75.1950 – 75.7950
6/20/2011			70,000			76.0456			75.5600 – 76.4300
6/21/2011			70,000			76.4584			76.1700 – 76.7200
6/22/2011			70,000			76.1061			75.9600 – 76.4000
6/23/2011			58,134			74.9188			74.4800 – 75.4600
6/23/2011			11,866			75.5977			75.4800 – 75.7200
6/24/2011			69,700			75.0281			74.7000 – 75.6950
6/24/2011			300			75.7083			75.7000 – 75.7250
6/27/2011			70,000			75.9567			75.6200 – 76.3300
6/28/2011			70,000			76.1429			75.9300 – 76.4000
6/29/2011			75,000			76.7588			76.4000 – 77.0500
6/30/2011			74,895			77.2834			76.9600 – 77.4800
7/1/2011			43,832			77.7584			76.9500 – 77.9450
7/1/2011			31,168			78.0533			77.9500 – 78.1900
7/5/2011			75,000			77.3424			76.9850 – 77.5450
7/6/2011			75,000			76.3940			76.1950 – 76.6400