SC 13G 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

LumiraDx Limited

(Name of Issuer)

Common Shares, par value $0.0000028 per share

(Title of Class of Securities)

G5709L109

(CUSIP Number)

N/A

(Date of Event Which Requires Filing of this Statement)

(Note: This Schedule 13G is being filed voluntarily as it is not required as this time)

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. G5709L109

	1.	Names of Reporting Persons Bill & Melinda Gates Foundation

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

	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 5,574,059⁽¹⁾

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 5,574,059⁽¹⁾

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,574,059⁽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) 7.4%⁽²⁾

	12.	Type of Reporting Person (See Instructions) OO

_____________________________

⁽¹⁾

The Bill & Melinda Gates Foundation (the “Foundation”) beneficially owns 5,574,059 Common Shares issuable upon conversion of A Ordinary Shares, par value $0.0000028 per share (“Ordinary Shares”) of LumiraDx Limited (the “Issuer”). For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by the Foundation may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation.

⁽²⁾	The percentage set forth in Row 11 of this Cover Page is based on 69,844,820 Common Shares issued and outstanding as of March 31, 2022, as reported on the Form F-1/A filed by the Issuer with the Securities and Exchange Commission on May 27, 2022.

CUSIP No. G5709L109

	1.	Names of Reporting Persons William H. Gates III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(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 -0-

			6.	Shared Voting Power 5,574,059⁽¹⁾

			7.	Sole Dispositive Power -0-

			8.	Shared Dispositive Power 5,574,059⁽¹⁾

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,574,059⁽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) 7.4%⁽²⁾

	12.	Type of Reporting Person (See Instructions) IN

________________________

⁽¹⁾

The Foundation beneficially owns 5,574,059 Common Shares issuable upon conversion of Ordinary Shares. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by the Foundation may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation.

⁽²⁾	The percentage set forth in Row 11 of this Cover Page is based on 69,844,820 Common Shares issued and outstanding as of March 31, 2022, as reported on the Form F-1/A filed by the Issuer with the Securities and Exchange Commission on May 27, 2022.

CUSIP No. G5709L109

	1.	Names of Reporting Persons Melinda French Gates

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(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 -0-

			6.	Shared Voting Power 5,574,059⁽¹⁾

			7.	Sole Dispositive Power -0-

			8.	Shared Dispositive Power 5,574,059⁽¹⁾

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,574,059⁽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) 7.4%⁽²⁾

	12.	Type of Reporting Person (See Instructions) IN

_________________________

⁽¹⁾

⁽²⁾	The percentage set forth in Row 11 of this Cover Page is based on 69,844,820 Common Shares issued and outstanding as of March 31, 2022, as reported on the Form F-1/A filed by the Issuer with the Securities and Exchange Commission on May 27, 2022.

Item 1.
	(a)	Name of Issuer: LumiraDx Limited (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices: LumiraDx Limited c/o Ocorian Trust (Cayman) Limited PO Box 1350, Windward 3, Regatta Office Park Grand Cayman KY1-1108 Cayman Islands
Item 2.
	(a)	Name of Person Filing: Bill & Melinda Gates Foundation (the “Foundation”), Melinda French Gates (“MFG”), and William H. Gates III (“WHG” and together with the Foundation and MFG, the “Reporting Persons”)⁽¹⁾
	(b)	Address of Principal Business Office or, if none, Residence: Foundation – 500 Fifth Avenue North, Seattle, Washington 98109 WHG – 500 Fifth Avenue North, Seattle, Washington 98109 MFG – 500 Fifth Avenue North, Seattle, Washington 98109
	(c)	Citizenship: The Foundation 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.
	(d)	Title of Class of Securities: Common Shares, par value $0.0000028 per share
	(e)	CUSIP Number: G5709L109

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.

⁽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 5 percent of the class of securities, check the following □.

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.

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 14, 2022	BILL & MELINDA GATES FOUNDATION

	By:	/s/ Connie Collingsworth
		Name:		Connie Collingsworth
		Title:		Chief Operating Officer and Chief Legal Officer

	WILLIAM H. GATES III

	By:		*
			Name:		Connie Collingsworth (1)
			Title:		Attorney-in-fact


	MELINDA FRENCH GATES

	By:		*
			Name:		Connie Collingsworth (1)
			Title:		Attorney-in-fact


	*By:				/s/ Connie Collingsworth
					Connie Collingsworth

_______________________

(1) Duly authorized under Special Power of Attorney appointing Connie Collingsworth attorney-in-fact, dated February 7, 2018, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, and filed as Exhibit 99.1 to the Bill & Melinda Gates Foundation’s Schedule 13G with respect to Arsanis, Inc. on February 13, 2018, SEC File No. 005-90199, and incorporated by reference herein.

SEC Form SC 13G filed by LumiraDx Limited