UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  12)*

 

MICROSOFT CORPORATION

(Name of Issuer)

 

Common Stock, $.00000625 par value per share

(Title of Class of Securities)

 

594918104

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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.  594918104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,077,499,336

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
1,077,499,336

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,499,336

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2


 

Item 1.

 

(a)

Name of Issuer
Microsoft Corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
One Microsoft Way, Redmond, Washington  98052

 

Item 2.

 

(a)

Name of Person Filing
William H. Gates III

 

(b)

Address of Principal Business Office or, if none, Residence
One Microsoft Way, Redmond, Washington  98052

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock, $0.00000625 par value per share

 

(e)

CUSIP Number
594918104

 

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:

 

Not Applicable

 

 

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Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,077,499,336

 

(b)

Percent of class:   

9.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,077,499,336

 

 

(ii)

Shared power to vote or to direct the vote    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,077,499,336

 

 

(iv)

Shared power to dispose or to direct the disposition of   

-0-

 

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   o.

 

Not Applicable 

 

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

 

Not Applicable 

 

4


 

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.

 

 

February 11, 2005

 

 

Date

 

 

 

 

WILLIAM H. GATES III 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:  Michael Larson*

 

 

Title:    Attorney-in-fact

 

 

* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 4, 2005, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to Cascade Investment, L.L.C.'s Amendment No. 5 to Schedule 13G with respect to Canadian National Railway Company on February 11, 2005, SEC File No. 005-48661, and incorporated by reference herein.

 

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