0001104659-08-030282.txt : 20080506 0001104659-08-030282.hdr.sgml : 20080506 20080506160221 ACCESSION NUMBER: 0001104659-08-030282 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080506 DATE AS OF CHANGE: 20080506 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION TRUST GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA FEMSA SAB DE CV CENTRAL INDEX KEY: 0000910631 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52421 FILM NUMBER: 08806412 BUSINESS ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 BUSINESS PHONE: 5255335300 MAIL ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 FORMER COMPANY: FORMER CONFORMED NAME: COCA COLA FEMSA SA DE CV DATE OF NAME CHANGE: 19930814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13G/A 1 a08-13419_1sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Coca-Cola FEMSA, S.A. de C.V.

(Name of Issuer)

Series L Shares, without par value

(Title of Class of Securities)

191241108

(CUSIP Number)

April 30, 2008

(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)
x	Rule 13d-1(c)
o	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. 191241108

	1.	Names of Reporting Persons Cascade Investment, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,448,090*

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 2,448,090*

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,448,090*

	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%

	12.	Type of Reporting Person (See Instructions) OO

Cascade Investment, L.L.C. (“Cascade”) holds 244,809 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value. The Series L Shares underlying the ADSs held by Cascade represent .9% of the outstanding Series L Shares. All ADSs held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the ADSs held by Cascade. Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by Cascade and Mr. Gates.

CUSIP No. 191241108

	1.	Names of Reporting Persons Bill & Melinda Gates Foundation Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 39,457,580*

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 39,457,580*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,457,580*

	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) 14.6%

	12.	Type of Reporting Person (See Instructions) OO

* The Bill & Melinda Gates Foundation Trust (the “Trust”) holds 3,945,758 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value. The Series L Shares underlying the ADSs held by the Trust represent 14.6% of the outstanding Series L Shares. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all the ADSs held 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. Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of the Trust, in respect of the ADSs owned by the Trust. Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by the Trust or Mr. and Mrs. Gates.

CUSIP No. 191241108

	1.	Names of Reporting Persons Melinda French Gates

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	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 39,457,580*

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 39,457,580*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,457,580*

	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) 14.6%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 191241108

	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)		x

	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 2,448,090*

			6.		Shared Voting Power 39,457,580*

			7.		Sole Dispositive Power 2,448,090*

			8.		Shared Dispositive Power 39,457,580*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 41,905,670*

	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) 15.5%

	12.	Type of Reporting Person (See Instructions) IN

* Cascade Investment, L.L.C. (“Cascade”) and the Bill & Melinda Gates Foundation Trust (the “Trust”) hold 244,809 and 3,945,758, American Depositary Shares (“ADSs”) respectively, each representing 10 Series L Shares, without par value. The Series L Shares underlying the ADSs held by Cascade and the Trust represent .9% and 14.6%, respectively, of the outstanding Series L Shares. All ADSs held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all ADSs held 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. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the ADSs held by Cascade. In addition, Mr. Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of the Trust, in respect of the ADSs owned by the Trust. Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by Cascade, the Trust or Mr. and Mrs. Gates.

Item 1.
	(a)	Name of Issuer Coca-Cola FEMSA, S.A. de C.V. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices Guillermo González Camarena No. 600 Col. Centro de Ciudad Sante Fé Delegación Alvaro Obregón México, D.F. 01210

Item 2.
	(a)	Name of Person Filing Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), Melinda French Gates and William H. Gates III. *
	(b)	Address of Principal Business Office or, if none, Residence Cascade – 2365 Carillon Point, Kirkland, Washington 98033 The Trust – 1551 Eastlake Avenue E., Seattle, Washington 98102 Mr. Gates – One Microsoft Way, Redmond, Washington 98052 Mrs. Gates – 2365 Carillon Point, Kirkland, Washington 98033
	(c)	Citizenship Cascade is a limited liability company organized under the laws of the State of Washington. The Trust is a charitable trust organized under the laws of the State of Washington. Both Mr. and Mrs. Gates are citizens of the United States of America.
	(d)	Title of Class of Securities Series L Shares, without par value
	(e)	CUSIP Number 191241108**

*Neither the present filing nor anything contained herein shall be construed as an admission that Cascade, the Trust or Mr. and Mrs. Gates constitute a “person” for any purpose other than Section 13(g) of the Securities Exchange Act of 1934, or that Cascade, the Trust and Mr. and Mrs. Gates constitute a “group” for any purpose.

**The stated CUSIP Number relates to the American Depositary Shares representing the Series L Shares.

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.

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: See the responses to Item 9 on the attached cover pages.
	(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages.

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.

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
	See Exhibit 99.1.

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.

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: May 6, 2008

CASCADE INVESTMENT, L.L.C. (1)

By	/s/ Michael Larson
	Name:	Michael Larson
	Title:	Business Manager

BILL & MELINDA GATES FOUNDATION TRUST

By	/s/ Michael Larson
	Name:	Michael Larson (2)
	Title:	Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates

WILLIAM H. GATES III

By	/s/ Michael Larson
	Name:	Michael Larson (2) (3)
	Title:	Attorney-in-fact

MELINDA FRENCH GATES

By	/s/ Michael Larson
	Name:	Michael Larson (2)
	Title:	Attorney-in-fact

(1)	This Amendment is being filed jointly by Cascade Investment, L.L.C., Bill & Melinda Gates Foundation Trust, William H. Gates III, and Melinda French Gates pursuant to the Joint Filing Agreement dated February 14, 2008 and included with the signature page to Amendment No. 4 to Schedule 13G with respect to Coca-Cola FEMSA, S.A. de C.V. filed on February 14, 2008, SEC File No. 005-52421, and incorporated herein by reference.

(2)	Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated November 13, 2006, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.1 to the Bill & Melinda Gates Foundation Trust’s Amendment No. 3 to Schedule 13G with respect to Coca-Cola FEMSA, S.A. de C.V. on February 13, 2007, SEC File No. 005-52421, and incorporated by reference herein.

(3)	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 Cascade Investment, L.L.C.’s Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.

EX-99.1 2 a08-13419_1ex99d1.htm EX-99.1

EXHIBIT 99.1

ITEM 8 INFORMATION

The following may be deemed to be members of a group for purposes of this joint filing of a statement on Schedule 13G:

Cascade Investment, L.L.C., a limited liability company organized under the laws of the State of Washington;

Bill & Melinda Gates Foundation Trust, a charitable trust organized under the laws of the State of Washington;

William H. Gates III, a citizen of the United States of America; and

Melinda French Gates, a citizen of the United States of America