SC 13D/A 1 tm2135840d1_sc13da.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. 4)*

 

Canadian National Railway Co.

(Name of Issuer)

 

Common Shares, No Par Value

(Title of Class of Securities)

 

136375102

(CUSIP Number)

 

Jacki Badal, Esq.

2365 Carillon Point

Kirkland, WA 98033
(425) 889-7900

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

 

December 16, 2021

(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. ¨

 

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.   136375102
  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)  ¨
    (b)  x
  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) ¨
  6. Citizenship or Place of Organization
State of Washington
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
68,725,821 (1)
8. Shared Voting Power 
-0-
9. Sole Dispositive Power 
68,725,821 (1)
10. Shared Dispositive Power 
-0-
  11. Aggregate Amount Beneficially Owned by Each Reporting Person 
68,725,821 (1)
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
  13. Percent of Class Represented by Amount in Row (11) 
9.7% (2)
  14. Type of Reporting Person (See Instructions)
OO
           

 

(1)All common shares (“Common Shares”) of Canadian National Railway Company (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 707.3 million Common Shares outstanding as of September 30, 2021, as reported by the Issuer on its Form 6-K filed on October 19, 2021.

  

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  CUSIP No.  136375102
  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. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨
  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
13,066,169 (1)
   
9. Sole Dispositive Power
-0-
   
10. Shared Dispositive Power
13,066,169 (1)
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,066,169 (1)
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
  13. Percent of Class Represented by Amount in Row (11)
1.8% (2)
  14. Type of Reporting Person (See Instructions)
OO
           

 

(1)For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), all Common Shares held 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 707.3 million Common Shares outstanding as of September 30, 2021, as reported by the Issuer on its Form 6-K filed on October 19, 2021.

  

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CUSIP No.  136375102
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. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨
6. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
68,725,821 (1)
   
8. Shared Voting Power
13,066,169 (2)
   
9. Sole Dispositive Power
68,725,821 (1)
   
10. Shared Dispositive Power
13,066,169 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
 81,791,990 (1) (2)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13. Percent of Class Represented by Amount in Row (11)
11.6% (3)
14. Type of Reporting Person (See Instructions)
IN
         

 

(1)Cascade holds 68,725,821 Common Shares. All Common Shares of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

(2)The Trust holds 13,066,169 Common Shares. For purposes of Rule 13d-3, all Common Shares held 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 707.3 million Common Shares outstanding as of September 30, 2021, as reported by the Issuer on its Form 6-K filed on October 19, 2021.

  

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CUSIP No.  136375102
  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. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨
  6. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
19,961,492
 
8. Shared Voting Power
13,066,169 (1)
   
9. Sole Dispositive Power
19,961,492
   
10. Shared Dispositive Power
13,066,169 (1)
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,027,661 (1)
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
  13. Percent of Class Represented by Amount in Row (11)
4.7% (2)
  14. Type of Reporting Person (See Instructions)
IN
           

 

(1)The Trust holds 13,066,169 Common Shares. For purposes of Rule 13d-3, all Common Shares held 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 707.3 million Common Shares outstanding as of September 30, 2021, as reported by the Issuer on its Form 6-K filed on October 19, 2021.

 

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This Amendment No. 4 to Schedule 13D (this “Amendment”) relates to the common shares, no par value (the “Common Shares”), of Canadian National Railway Co. (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 certain Items of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on March 24, 2021, as amended on May 4, 2021; August 6, 2021; and September 8, 2021. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment.

 

Item 5. Interest in Securities of the Issuer
   
 

(a)     See items 11 and 13 of the cover pages to this Amendment for the aggregate number of Common Shares and percentage of Common Shares beneficially owned by each of the Reporting Persons.

 

(b)     See items 7 through 10 of the cover pages to this Amendment for the number of Common 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)     Melinda French Gates sold an aggregate of 3,651,847 Common Shares for cash in open-market transactions on the dates and at the weighted-average sale price per share set forth in Exhibit 99.1, attached hereto and incorporated herein by reference.

 

(d)     None.

 

(e)     Melinda French Gates ceased to be the beneficial owner of more than 5% of the Common Shares as of December 13, 2021 and will no longer be a Reporting Person following this Amendment.

   
Item 7. Material to be Filed as Exhibits
   
  Exhibit 99.1 – Transactions referred to in Item 5(c)
   
  Exhibit 99.2 – Power of Attorney

 

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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: December 17, 2021 CASCADE INVESTMENT, L.L.C. (1)
     
  By: /s/ Alan Heuberger
    Name: Alan Heuberger (2)
    Title: Attorney-in-fact for Michael Larson,
      Business Manager
   
  BILL & MELINDA GATES FOUNDATION TRUST (1)
     
  By: /s/ Alan Heuberger
    Name: Alan Heuberger (3)
    Title: Attorney-in-fact for the Co-Trustees,
      William H. Gates III and Melinda French Gates
       
  WILLIAM H. GATES III (1)
     
  By: /s/ Alan Heuberger
    Name: Alan Heuberger (4)
    Title: Attorney-in-fact
       
  MELINDA FRENCH GATES (1)
     
  By: /s/ John K. Sage
    Name: John K. Sage (5)
    Title: Attorney-in-fact

 

 

(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated March 24, 2021, and included with the signature page to the Reporting Persons’ Schedule 13D filed with respect to the Issuer on March 24, 2021, SEC File No. 005-48661, 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 No. 005-81261, 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. 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.

 

(5)Duly authorized under Limited Durable Power of Attorney appointing John K. Sage attorney-in-fact, dated December 14, 2021, included as Exhibit 99.2 hereto.

  

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