Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 February 2024 - 8:25AM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The China Fund, Inc.
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
169373107
(CUSIP Number)
December 31, 2023
(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) |
| x |
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. 169373107 |
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1. |
Names of
Reporting Persons
Bill & Melinda Gates Foundation Trust |
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2. |
Check the Appropriate Box if a Member of
a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization
State of Washington |
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
-0- |
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| 6. |
Shared
Voting Power
530,907 (1) |
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| 7. |
Sole
Dispositive Power
-0- |
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| 8. |
Shared
Dispositive Power
530,907 (1) |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
530,907 (1) |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percent
of Class Represented by Amount in Row (9)
5.3% (2) |
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12. |
Type
of Reporting Person (See Instructions)
OO |
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| (1) | For purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all shares of common stock (“Common
Stock”) of The China Fund, Inc. (the “Issuer”) beneficially owned 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 9,994,140 shares of Common Stock outstanding on December 31, 2023, as reported by the Issuer. |
| CUSIP No. 169373107 |
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1. |
Names of
Reporting Persons
William H. Gates III |
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2. |
Check the Appropriate Box if a Member of
a Group (See Instructions) |
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|
(a) |
¨ |
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|
(b) |
¨ |
| |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization
United States of America |
| |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
-0- |
| |
| 6. |
Shared
Voting Power
530,907 (1) |
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| 7. |
Sole
Dispositive Power
-0- |
| |
| 8. |
Shared
Dispositive Power
530,907 (1) |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
530,907 (1) |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
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11. |
Percent
of Class Represented by Amount in Row (9)
5.3% (2) |
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12. |
Type
of Reporting Person (See Instructions)
IN |
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|
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| (1) | The Trust beneficially owns 530,907 shares of Common Stock of the Issuer. For purposes of Rule 13d-3 under the Exchange Act, all Common
Stock beneficially owned 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 9,994,140 shares of Common Stock outstanding on December 31, 2023, as reported by the Issuer. |
| CUSIP No. 169373107 |
| |
1. |
Names of
Reporting Persons
Melinda French Gates |
| |
| |
2. |
Check the Appropriate Box if a Member of
a Group (See Instructions) |
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|
(a) |
¨ |
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|
(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
-0- |
| |
| 6. |
Shared
Voting Power
530,907 (1) |
| |
| 7. |
Sole
Dispositive Power
-0- |
| |
| 8. |
Shared
Dispositive Power
530,907 (1) |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
530,907 (1) |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
5.3% (2) |
| |
| |
12. |
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
|
| (1) | The Trust beneficially owns 530,907 shares of Common Stock of the Issuer. For purposes of Rule 13d-3 under the Exchange Act, all Common
Stock beneficially owned 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 9,994,140 shares of Common Stock outstanding on December 31, 2023, as reported by the Issuer. |
| Item
1. |
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(a) |
Name
of Issuer:
The China Fund, Inc. (the “Issuer”) |
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(b) |
Address of Issuer’s Principal
Executive Offices:
50 Post Office Square
Boston, MA 02110 |
| Item
2. |
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(a) |
Name
of Person Filing:
Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III (“WHG”), and Melinda French
Gates (“MFG”, and together with the Trust and WHG, the “Reporting Persons”) (1) |
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(b) |
Address of Principal Business
Office or, if none, Residence:
The Trust – 2365 Carillon Point, Kirkland, Washington 98033
WHG – 500 Fifth Avenue North,
Seattle, Washington 98109
MFG – 500 Fifth Avenue North,
Seattle, Washington 98109 |
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(c) |
Citizenship:
The Trust is a charitable trust organized under the laws of the State of Washington.
WHG is a citizen of the United States
of America.
MFG is a citizen of the United States
of America. |
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(d) |
Title
of Class of Securities:
Common Stock, $0.01 par value per share |
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(e) |
CUSIP Number:
169373107 |
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| 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: |
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Not
Applicable. |
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| Item
4. |
Ownership. |
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
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(a) |
Amount beneficially owned:
See the responses to Item 9 on the
attached cover pages. |
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(b) |
Percent of class:
See the responses to Item 11 on
the attached cover pages. |
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(c) |
Number
of shares as to which the person has: |
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|
(i) |
Sole power to vote or to direct
the vote
See the responses to Item 5 on the
attached cover pages. |
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(ii) |
Shared power to vote or to direct
the vote
See the responses to Item 6 on the
attached cover pages. |
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(iii) |
Sole power to dispose or to direct
the disposition of
See the responses to Item 7 on the
attached cover pages. |
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(iv) |
Shared power to dispose or to direct
the disposition of
See the responses to Item 8 on the
attached cover pages. |
| (1) | Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group”
for any purpose and each expressly disclaims membership in a group. |
| 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 ¨. |
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
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Not Applicable. |
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| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable. |
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| Item 8. |
Identification
and Classification of Members of the Group. |
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Not Applicable. |
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| Item 9. |
Notice
of Dissolution of Group. |
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Not Applicable. |
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| Item 10. |
Certification. |
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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. |
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: February 13, 2024 |
BILL & MELINDA GATES FOUNDATION TRUST (1) |
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By: |
* |
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Name: |
Alan Heuberger (2) |
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Title: |
Attorney-in-fact for each of the Co-Trustees, William H. Gates
III and Melinda French Gates |
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WILLIAM H. GATES III (1) |
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By: |
* |
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Name: |
Alan Heuberger (2) |
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Title: |
Attorney-in-fact |
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MELINDA FRENCH GATES (1) |
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By: |
* |
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Name: |
Alan Heuberger (2) |
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Title: |
Attorney-in-fact |
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*By: |
/s/ Alan Heuberger |
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|
Alan Heuberger |
| (1) | This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated December 28, 2015, and included
with the signature page to the Reporting Persons’ Schedule 13G with respect to the Issuer filed on December 28, 2015, SEC File No.
005-52873, and incorporated by reference herein. |
| | | |
| (2) | Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger as 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 Investment, L.L.C.’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. |
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