Form SC 13D/A CANADIAN NATIONAL RAILWA Filed by: CASCADE INVESTMENT, L.L.C.

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Canadian National Railway Company

(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)

 

May 24, 2022

(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) o
	6.	Citizenship or Place of Organization State of Washington
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 54,082,298 (1)
			8.	Shared Voting Power  -0-
			9.	Sole Dispositive Power  54,082,298 (1)
			10.	Shared Dispositive Power  -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  54,082,298 (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)  7.8% (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 its sole member, William H. Gates III.

 

(2)

Based on 694,032,805 Common Shares outstanding as of April 5, 2022, as reported by the Issuer on its Form 6-K filed on April 19, 2022.

 

 

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)		¨
		(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) 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 10,278,630 (1)
			9.		Sole Dispositive Power -0-
			10.		Shared Dispositive Power 10,278,630 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,278,630 (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) 1.5% (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”), William H. Gates III, as a Co-Trustee of Bill & Melinda Gates Foundation Trust (the “Trust”), may be deemed to have shared beneficial ownership of all Common Shares held by the Trust.

 

(2)

Based on 694,032,805 Common Shares outstanding as of April 5, 2022, as reported by the Issuer on its Form 6-K filed on April 19, 2022.

 

 

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)		¨
		(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 54,082,298 (1)
			8.		Shared Voting Power 10,278,630 (2)
			9.		Sole Dispositive Power 54,082,298 (1)
			10.		Shared Dispositive Power 10,278,630 (2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,360,928 (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) 9.3% (3)
	14.	Type of Reporting Person (See Instructions) IN

(1)

Includes Common Shares held by Cascade. 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)

Includes Common Shares held by the Trust. For purposes of Rule 13d-3, William H. Gates III, as a Co-Trustee of the Trust, may be deemed to have shared beneficial ownership of all Common Shares held by the Trust.

 

(3)

Based on 694,032,805 Common Shares outstanding as of April 5, 2022, as reported by the Issuer on its Form 6-K filed on April 19, 2022.

 

 

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to the common shares, no par value (the “Common Shares”), of Canadian National Railway Company (the “Issuer”). Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), and William H. Gates III (“WHG” and, collectively with Cascade and the Trust, the “Reporting Persons”) jointly file this Amendment to amend certain Items of the Schedule 13D previously filed by the Reporting Persons and Melinda French Gates (“MFG”) with the Securities and Exchange Commission on March 24, 2021, as amended on May 4, 2021; August 6, 2021; September 8, 2021; December 20, 2021; and May 12, 2022. As disclosed in the amendment on December 20, 2021, MFG is no longer a reporting person hereunder. 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)	Cascade sold 6,585,191 Common Shares since its most recently filed Schedule 13D amendment for cash in market transactions at the weighted-average sale price per share set forth in Exhibit 99.1, attached hereto and incorporated by reference herein.
		The Trust sold 1,255,045 Common Shares since its most recently filed Schedule 13D amendment for cash in market transactions at the weighted-average sale price per share set forth in Exhibit 99.1, attached hereto and incorporated by reference herein.

 

(d)

None.

 

(e)

Not applicable.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.1 – Sales by Cascade and the Trust during the period from May 13, 2022, to May 25, 2022.

 

 

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: May 25, 2022	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 the Co-Trustees,
			William H. Gates III and Melinda French Gates
	WILLIAM H. GATES III (1)
	By:	*
		Name:	Alan Heuberger (4)
		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 May 12, 2022, and included with the signature page to the Reporting Persons’ Schedule 13D filed with respect to the Issuer on May 12, 2022, 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 WHG and MFG 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 WHG, 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.

 

 

 

 

EXHIBIT 99.1

 

The table below specifies the date of the transaction, number of shares, weighted-average price per share and range of price per share of the common shares of Canadian National Railway Company (the “Issuer”) sold by each of Cascade Investment, L.L.C. (“Cascade”) and Bill & Melinda Gates Foundation Trust (the “Trust”) during the period from May 13, 2022, to May 25, 2022. The Issuer’s common shares are listed on the New York Stock Exchange, priced in U.S. dollars (“USD”), and on the Toronto Stock Exchange, priced in Canadian dollars (“CAD”). All transactions were effected in the market through brokers. Each of Cascade and the Trust undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the table below.

 

			Number of Shares Sold								Weighted Average				Range of Price per Share
Date of Transaction			Cascade				Trust				Price per Share				Low				High
May 13, 2022				332,764				63,420			CAD	143.1852			CAD	142.7849			CAD	143.7836
May 13, 2022				540,071				102,930			CAD	144.2718			CAD	143.7900			CAD	144.7843
May 13, 2022				16,158				3,080			CAD	144.9162			CAD	144.7900			CAD	145.2967
May 16, 2022				22,310				4,252			CAD	143.4414			CAD	142.6246			CAD	143.6235
May 16, 2022				397,005				75,664			CAD	144.2608			CAD	143.6246			CAD	144.6236
May 16, 2022				517,734				98,673			CAD	144.8584			CAD	144.6252			CAD	145.6073
May 16, 2022				9,987				1,903			CAD	145.6905			CAD	145.6300			CAD	145.8200
May 17, 2022				737,473				140,552			CAD	147.6876			CAD	147.1079			CAD	148.1068
May 17, 2022				198,165				37,767			CAD	148.3115			CAD	148.1091			CAD	148.6400
May 17, 2022				20,158				3,842			CAD	149.4217			CAD	149.2500			CAD	149.4500
May 18, 2022				195,862				37,328			CAD	145.0142			CAD	144.5797			CAD	145.5795
May 18, 2022				58,785				11,204			CAD	145.8287			CAD	145.5800			CAD	146.5600
May 18, 2022				217,596				41,471			CAD	147.3726			CAD	146.5800			CAD	147.5740
May 18, 2022				427,421				81,460			CAD	148.2062			CAD	147.5800			CAD	148.5600
May 18, 2022				84				16			CAD	148.6600			CAD	148.6600			CAD	148.6600
May 19, 2022				146,764				27,971			CAD	141.6440			CAD	140.8000			CAD	141.7996
May 19, 2022				586,237				111,729			CAD	142.1735			CAD	141.8000			CAD	142.7968
May 19, 2022				121,728				23,200			CAD	143.1156			CAD	142.8000			CAD	143.5900
May 20, 2022				354,727				67,606			CAD	142.7180			CAD	142.0716			CAD	143.0711
May 20, 2022				325,835				62,100			CAD	143.3433			CAD	143.0716			CAD	143.6200
May 23, 2022				100,615				19,176			USD	112.9304			USD	112.1900			USD	113.1800
May 23, 2022				150,232				28,632			USD	113.4750			USD	113.1900			USD	113.9900
May 24, 2022				305,376				58,201			CAD	141.4112			CAD	140.9800			CAD	141.9748
May 24, 2022				61,244				11,672			CAD	142.3733			CAD	141.9800			CAD	142.9468
May 24, 2022				12,347				2,353			CAD	143.2152			CAD	142.9900			CAD	143.7900
May 25, 2022				136,753				26,063			CAD	140.2799			CAD	139.6547			CAD	140.6516
May 25, 2022				466,029				88,818			CAD	141.1289			CAD	140.6600			CAD	141.6453
May 25, 2022				336				64			CAD	141.7150			CAD	141.6700			CAD	141.7500
May 25, 2022				125,395				23,898			USD	109.9465			USD	109.7300			USD	110.3000

 

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