SC 13G 1 eh220273415_13g-cni.htm SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

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

 

Canadian National Railway Company

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

136375102

(CUSIP Number)
 

July 21, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ☐ Rule 13d-1(b)
  ☒ Rule 13d-1(c)
  ☐ 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. 136375102 SCHEDULE 13G Page 2 of 6

 

 

1

NAME OF REPORTING PERSON

 

Melinda French Gates

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

15,328,169 (1)

6

SHARED VOTING POWER

 

54,826,786 (2)

7

SOLE DISPOSITIVE POWER

 

15,328,169 (1)

8

SHARED DISPOSITIVE POWER

 

54,826,786  (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

70,154,955 (1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.1% (3)

  
12

TYPE OF REPORTING PERSON

 

IN

  

 

 

 

(1)Includes Common Shares held directly by Ms. French Gates and through accounts for which Ms. French Gates has sole beneficial ownership for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(2)Includes Common Shares held directly by the Bill & Melinda Gates Foundation Trust, of which Ms. French Gates is Co-Trustee and as a result of which she may be deem to share beneficial ownership of such shares.
(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.
   

 

CUSIP No. 136375102 SCHEDULE 13G Page 3 of 6

 

 

Item 1. (a) Name of Issuer
     
 

Canadian National Railway Company (the “Issuer”)

     
  (b) Address of Issuer’s Principal Executive Offices
     
 

935 De La Gauchetiere Street West

 

Montreal, Quebec

  Canada, H3B 2M9
     
Item 2. (a) Name of Person Filing
     
  This statement is being filed by Melinda French Gates.
     
  (b) Address of Principal Business Office or, if none, Residence
     
  500 Fifth Avenue North, Seattle, Washington 98109.
     
  (c) Citizenship
     
 

United States of America

     
  (d) Title of Class of Securities
     
  Common Shares, no par value
     
  (e) CUSIP No.
     
  136375102

 

 

   

 

 

CUSIP No. 136375102 SCHEDULE 13G Page 4 of 6

 

 

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:
       
  (a)  ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b)  ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c)  ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d)  ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e)  ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f)  ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g)  ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h)  ☐  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i)  ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j)  ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
  (k)  ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:  Not applicable;

 

 

   

 

 

CUSIP No. 136375102 SCHEDULE 13G Page 5 of 6

 

 

Item 4. Ownership
   
  (a) Amount Beneficially Owned:  See Row 9 of the cover sheet for each Reporting Person.
   
  (b) Percent of Class:  See Row 11 of the cover sheet for each Reporting Person.
   
  (c) Number of shares as to which the person has:
   
 

(i)   Sole power to vote or to direct the vote: See Row 5 of the cover sheet for each Reporting Person.

(ii)  Shared power to vote or to direct the vote: See Row 6 of the cover sheet for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover sheet for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover sheet for each Reporting Person.

   
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 box  ☐.
   
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.
   
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.

 

 

   

 

 

CUSIP No. 136375102 SCHEDULE 13G Page 6 of 6

 

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:  July 25, 2022

 

 

  MELINDA FRENCH GATES  
         
  By: /s/ John K. Sage  
    Name: John K. Sage (1)  
    Title:

Attorney-in-fact

  

 

 

 

(1)Duly authorized under Power of Attorney by and on behalf of Melinda French Gates, attached hereto as Exhibit 99.1.