Amendment: SEC Form SC 13D/A filed by Otter Tail Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Otter Tail Corporation
(Name of Issuer)
Common Shares, par value $5.00 per share
(Title of Class of Securities)
689648103
(CUSIP Number)
|
Jeff Shim, Esq. 2365 Carillon Point Kirkland, WA 98033 (425) 889-7900 |
(Name,
Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
October 1, 2024
(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. ¨
* 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. 689648103 | |||||
| 1. | Names of Reporting Persons Cascade Investment, L.L.C. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 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 State of Washington | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 2,973,337 (1) | |||
| 8. | Shared Voting Power -0- | ||||
| 9. | Sole Dispositive Power 2,973,337 (1) | ||||
| 10. | Shared Dispositive Power -0- | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,973,337 (1) | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 7.1% (2) | ||||
| 14. | Type of Reporting Person (See Instructions) OO | ||||
| (1) | All of the common shares, $5.00 par value per share (the “Common Shares”), of Otter Tail Corporation (the “Issuer”) 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. |
| (2) | Based on 41,827,967 Common Shares outstanding as of July 31, 2024, as reported on the Issuer’s Form 10-Q filed on August 7, 2024. |
| CUSIP No. 689648103 | |||||
| 1. | Names of Reporting Persons William H. Gates III | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | ¨ | ||||
| 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 United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 2,973,337 (1) | |||
| 8. | Shared Voting Power -0- | ||||
| 9. | Sole Dispositive Power 2,973,337 (1) | ||||
| 10. | Shared Dispositive Power -0- | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,973,337 (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) 7.1% (2) | ||||
| 14. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | All of the 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) | Based on 41,827,967 Common Shares outstanding as of July 31, 2024, as reported on the Issuer’s Form 10-Q filed on August 7, 2024. |
EXPLANATORY STATEMENT
This Amendment No. 12 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (“WHG,” and together with Cascade, the “Reporting Persons”) with the Securities and Exchange Commission on January 22, 2009, as amended April 15, 2009; May 5, 2009; July 2, 2009; October 7, 2009; June 29, 2010; August 3, 2010; November 4, 2011; December 13, 2011; January 9, 2012; July 16, 2012; and February 24, 2020, relating to the common shares, par value $5.00 per share (the “Common Shares”), of Otter Tail Corporation (the “Issuer”). 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 2. | Identity and Background |
|
(a) This statement is being filed jointly by Cascade and WHG.
(b) The business addresses of the Reporting Persons are as follows: · Cascade: 2365 Carillon Point, Kirkland, Washington 98033 · WHG: 500 Fifth Avenue North, Seattle, Washington 98109
(c) Cascade is a limited liability company organized under the laws of the State of Washington. Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its member. WHG controls Cascade as its sole member. The address of Cascade’s principal office is set forth in paragraph (b) of this item.
WHG, a natural person, is the Trustee of the Bill & Melinda Gates Foundation (the “Foundation”) and its asset trust. The Foundation is a nonprofit organization fighting poverty, disease, and inequity around the world; its business address is 500 Fifth Avenue North, Seattle, Washington 98109.
(d) None.
(e) None.
(f) WHG is a citizen of the United States of America.
| |
| 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 transferred 645,162 Common Shares in a private transaction for no consideration on October 1, 2024.
(d) None.
(e) Not applicable. |
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 3, 2024 | CASCADE INVESTMENT, L.L.C. (1) | ||
| By | * | ||
| Name: | Alan Heuberger (2) | ||
| Title: | Attorney-in-fact for Michael Larson, Business Manager | ||
| WILLIAM H. GATES III (1) | |||
| By | * | ||
| Name: | Alan Heuberger (3) | ||
| 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 January 21, 2009, and included with the signature page to the Reporting Persons’ Schedule 13D filed with respect to the Issuer on January 22, 2009, SEC File No. 005-06638, 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 William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to the Issuer on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein. |