0001104659-16-096529.txt : 20160212 0001104659-16-096529.hdr.sgml : 20160212 20160212145851 ACCESSION NUMBER: 0001104659-16-096529 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 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: WASTE MANAGEMENT INC CENTRAL INDEX KEY: 0000823768 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731309529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39928 FILM NUMBER: 161418096 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: STE 4000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135126200 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 4000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: USA WASTE SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT, L.L.C. CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258897900 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: CASCADE INVESTMENT LLC DATE OF NAME CHANGE: 19980102 SC 13G/A 1 a16-4027_1sc13ga.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. 4)*

 

Waste Management, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

94106L109

(CUSIP Number)

December 31, 2015

(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)

x

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. 94106L109

 

 

1.

Names of Reporting Persons
Cascade Investment, L.L.C.

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
13,261,007(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
13,261,007 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,261,007 (1)

 

 

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)
3.0%(2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1) All shares of the Common Stock of Waste Management, Inc. (the “Issuer”) held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

(2) Based on 446,495,290 shares of the Issuer’s Common Stock outstanding as of October 20, 2015 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 filed on October 27, 2015.

 

2



 

CUSIP No. 94106L109

 

 

1.

Names of Reporting Persons
Bill & Melinda Gates Foundation Trust

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
-0-

 

6.

Shared Voting Power
18,633,672(1)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
18,633,672(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,672(1)

 

 

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)
4.2%(2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of the Common Stock of Waste Management, Inc. (the “Issuer”) 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.

(2) Based on 446,495,290 shares of the Issuer’s Common Stock outstanding as of October 20, 2015 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 filed on October 27, 2015.

 

3



 

CUSIP No. 94106L109

 

 

1.

Names of Reporting Persons
William H. Gates III

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
13,261,007 (1)

 

6.

Shared Voting Power
18,633,672(2)

 

7.

Sole Dispositive Power
13,261,007 (1)

 

8.

Shared Dispositive Power
18,633,672(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
31,894,679(1)(2)

 

 

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)
7.1%(3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) All shares of the Common Stock of Waste Management, Inc. (the “Issuer”) held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

(2) Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 18,633,672 shares of the Issuer’s Common Stock.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of the Issuer’s Common Stock 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.

(3) Based on 446,495,290 shares of the Issuer’s Common Stock outstanding as of October 20, 2015 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 filed on October 27, 2015.

 

4



 

CUSIP No. 94106L109

 

 

1.

Names of Reporting Persons
Melinda French Gates

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
-0-

 

6.

Shared Voting Power
18,633,672(1)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
18,633,672(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,672(1)

 

 

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)
4.2%(2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 18,633,672 shares of Common Stock of Waste Management, Inc. (the “Issuer”). For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of the Issuer’s Common Stock 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.

(2) Based on 446,495,290 shares of the Issuer’s Common Stock outstanding as of October 20, 2015 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2015 filed on October 27, 2015.

 

5



 

Item 1.

 

(a)

Name of Issuer
Waste Management, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
1001 Fannin Street, Suite 4000, Houston, Texas 77002

 

Item 2.

 

(a)

Name of Person Filing
Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), Melinda French Gates and William H. Gates III (together, “Reporting Persons”)(1)

 

(b)

Address of Principal Business Office or, if none, Residence
Cascade – 2365 Carillon Point, Kirkland, Washington 98033

The Trust – 500 Fifth Avenue N, Seattle, Washington 98119

Mr. Gates – One Microsoft Way, Redmond, Washington 98052

Mrs. Gates – 500 Fifth Avenue N, Seattle, Washington 98119

 

(c)

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

The Trust is a charitable trust organized under the laws of the State of Washington.

Mr. and Mrs. Gates are citizens of the United States of America.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value

 

(e)

CUSIP Number
94106L109

 

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.

 


(1) 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.

 

6



 

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 responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on the attached cover pages.

 

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.

 

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

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

7



 

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.

 

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:  February 12, 2016

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 No. 4 is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated September 17, 2010  and included with the signature page to the Reporting Persons’ Schedule 13G with respect to the Issuer filed on September 17, 2010, SEC File No. 005-39928, and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade’s Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No005-81261, 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. 05-60431 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.

 

8