UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

GAMCO Investors, Inc.

Class A Common Stock, par value $0.001 per share

361438104

(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 Rule 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)All Class A Common Stock 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.

 

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(1)All Class A Common Stock 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.

 

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EXPLANATORY STATEMENT

 

This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) relates to the Class A Common Stock, par value $0.001 per share (“Common Stock”) of GAMCO Investors, Inc. (the “Issuer”).  Amendment No. 12 is being filed jointly by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (collectively, the “Reporting Persons”) to amend and supplement the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 23, 2001, as amended on February 14, 2005, February 15, 2006, March 27, 2006, July 6, 2006, April 25, 2007, February 14, 2008, October 6, 2008, June 1, 2010, September 3, 2010, September 22, 2010 and October 1, 2010.  Unless otherwise noted, capitalized terms used herein without definitions shall have the meanings assigned to them in the Schedule 13D.

 

Item 4.  Purpose of Transaction

 

On October 13, 2010, the Issuer paid Cascade the unpaid principal amount of the 2018 Note plus accrued but unpaid interest for an aggregate amount of $60,138,904.11.  The payment of the 2018 Note by the Issuer reduced the number of shares of Common Stock beneficially owned by the Reporting Persons by 896,995 shares.

 

Except as described in this Item 4 and previously set forth in the Reporting Person’s Schedule 13D and all amendments thereto, the Reporting Persons have no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer

 

(a)  See items 11 and 13 of the cover pages to Amendment No. 12 for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

According to the Issuer, as of July 31, 2010, there were 6,982,351 shares of Common Stock issued and outstanding.

 

As of the filing date of Amendment No. 12, the Reporting Persons beneficially own 17,245 shares of Common Stock, representing .2% of the shares of Common Stock currently issued and outstanding.  All shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade.

 

(b)   See items 7 through 10 of the cover pages to Amendment No. 12 for the number of shares of Common Stock 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)    None, other than the transaction stated herein.

 

(d)    None.

 

(e)    October 13, 2010

 

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to  Securities of the Issuer

 

See Item 4. Except as described in this Item 6 and previously set forth in the Reporting Person’s Schedule 13D and all amendments thereto, none of the Reporting Persons has any contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to any securities of the Issuer.

 

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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: October 13, 2010
	CASCADE INVESTMENT, L.L.C. (1)
	By:	*
	Name:		Michael Larson
	Title:		Business Manager
	WILLIAM H. GATES III (1)
	By:	*
	Name:		Michael Larson (2)
	Title:		Attorney-in-fact
	*By:		/s/ Michael Larson

 

(1)  Amendment No. 12 is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated March 27, 2006 and included with the signature page to Amendment No. 3 to the Reporting Person’s Schedule 13D with respect to GAMCO Investors, Inc. filed on March 27, 2006, SEC File No. 005-56355, and incorporated by reference herein.

 

(2)  Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 3, 2006, by and on behalf of William H. Gates III, filed as Exhibit 99.1 to Amendment No. 2 to Cascade’s Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.

 

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