SEC Form SC 13D/A filed by Canadian National Railway Company (Amendment)

5/26/22 6:00:29 AM ET

Railroads

Industrials

Get the next $CNI alert in real time by email

SC 13D/A 1 tm2216989d1_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. 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.

Get the next $CNI alert in real time by email

Recent Analyst Ratings for

$CNI

Date	Price Target	Rating	Analyst
4/9/2026	$122.00	Neutral → Buy	BofA Securities
1/5/2026		Hold → Buy	Vertical Research
7/23/2025		Overweight → Neutral	Analyst
7/23/2025		Outperform → Sector Perform	National Bank Financial
7/23/2025	$105.00	Outperform → In-line	Evercore ISI
7/17/2025		Mkt Perform → Outperform	Raymond James
5/6/2025	$120.00	Neutral → Positive	Susquehanna
2/3/2025		Hold → Sell	Loop Capital

More analyst ratings

SEC Form SC 13D/A filed by Canadian National Railway Company (Amendment)

5/26/22 6:00:29 AM ET

$CNI

Railroads

Industrials

Get the next $CNI alert in real time by email

SC 13D/A 1 tm2216989d1_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. 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)

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.

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⁾

⁽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⁾

⁽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⁾

⁽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.

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)

	(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⁾

⁽²⁾

⁽³⁾

⁽⁴⁾

Get the next $CNI alert in real time by email

Recent Analyst Ratings for

$CNI

Date	Price Target	Rating	Analyst
4/9/2026	$122.00	Neutral → Buy	BofA Securities
1/5/2026		Hold → Buy	Vertical Research
7/23/2025		Overweight → Neutral	Analyst
7/23/2025		Outperform → Sector Perform	National Bank Financial
7/23/2025	$105.00	Outperform → In-line	Evercore ISI
7/17/2025		Mkt Perform → Outperform	Raymond James
5/6/2025	$120.00	Neutral → Positive	Susquehanna
2/3/2025		Hold → Sell	Loop Capital

More analyst ratings

SEC Form SC 13D/A filed by Canadian National Railway Company (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CNI

SEC Form SC 13D/A filed by Canadian National Railway Company (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CNI

$CNI
Analyst Ratings

Canadian Nat'l Rail upgraded by BofA Securities with a new price target

Canadian Nat'l Rail upgraded by Vertical Research

Canadian Nat'l Rail downgraded by Analyst

$CNI
SEC Filings

SEC Form SUPPL filed by Canadian National Railway Company

SEC Form 6-K filed by Canadian National Railway Company

SEC Form FWP filed by Canadian National Railway Company

$CNI
Press Releases

CN Reports New Monthly Record for Propane Shipments to Watson Island

Janet Drysdale and Patrick Whitehead to address Wells Fargo 16th Annual Industrials and Materials Conference on June 11

CN Reports May Grain Movement

$CNI
Leadership Updates

CN Police Launch Rail Safety Week 2025

CN Police Launch See Tracks? Think Train® Week 2025

CN Announces Janet Drysdale as Interim Chief Commercial Officer

$CNI
Financials

CN Declares Second-Quarter 2026 Dividend

CN Reports Strong First Quarter Operational and Commercial Performance

CN to Report First-Quarter 2026 Financial and Operating Results Tomorrow

$CNI
Large Ownership Changes

Amendment: SEC Form SC 13D/A filed by Canadian National Railway Company

SEC Form SC 13G/A filed by Canadian National Railway Company (Amendment)