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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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DAVITA INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
23918K108 (CUSIP Number) |
MARC D. HAMBURG BERKSHIRE HATHAWAY INC., 3555 FARNAM STREET OMAHA, NE, 68131 (402) 346-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2025 (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 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).
SCHEDULE 13D
|
| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
Warren E. Buffett | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,892,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
Berkshire Hathaway Inc. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,892,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
|
| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
National Indemnity Company | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEBRASKA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,310,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC, CO |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
GEICO Corporation | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,310,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
Government Employees Insurance Company | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEBRASKA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,310,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC, CO |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
Berkshire Hathaway Consolidated Pension Plan Master Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEBRASKA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,532,088.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
BNSF Master Retirement Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,850,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
Scott Fetzer Company Collective Investment Trust | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OHIO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13D
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| CUSIP No. | 23918K108 |
| 1 |
Name of reporting person
R. Ted Weschler | ||||||||
| 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)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,183,180.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
DAVITA INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 16th Street, Denver,
COLORADO
, 80202. | |
Item 1 Comment:
This Amendment No. 12 to Schedule 13D amends and supplements the previously reported information set forth in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "Commission") on August 8, 2024, as amended (the "13D") with respect to the shares of the Common Stock, par value $0.001 per share ("Common Stock"), of DaVita Inc. ("DVA"). This Amendment No. 12 is being filed on account of DVA's repurchase of its shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings assigned to them in the 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Items 2(a)-(c) and (f) of this 13D are hereby amended to include the information filed on Exhibit 1 hereto concerning the name, state or other place of organization, principal business, and the address of the principal office of each of the Berkshire Entities, and the name, business address, present principal occupation or employment, and the name, principal business address of any corporation or other organization in which such employment or occupation is conducted, and the citizenship of, Mr. Buffett, Mr. Weschler and each of the executive officers and directors of the Berkshire Entities. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Government Employees Insurance Company ("GEICO"), an insurance company, is the holder of record of 18,310,391 shares of DVA Common Stock (the "GEICO Shares"), which represents 23.0% of the outstanding DVA Common Stock. GEICO is a wholly-owned subsidiary of (and controlled by) GEICO Corp. GEICO Corp is a wholly-owned subsidiary of (and controlled by) National Indemnity Company ("NICO"), an insurance company. Thus, each of NICO and GEICO Corp may be deemed to have beneficial ownership of the GEICO Shares.
Berkshire Hathaway Consolidated Pension Plan Master Trust is the holder of record of 10,532,088 shares of DVA Common Stock, which represents 13.2% of the outstanding DVA Common Stock. BNSF Master Retirement Trust is the holder of record of 6,850,000 shares of DVA Common Stock, which represents 8.6% of the outstanding DVA Common Stock. Scott Fetzer Company Collective Investment Trust is the holder of record of 200,000 shares of DVA Common Stock, which represents 0.2% of the outstanding DVA Common Stock. Collectively, the pension plans referenced in this paragraph (the "Pension Plan Holders") directly own 17,582,088 shares of DVA Common Stock (the "Pension Plan Shares"), which represents 22.0% of the outstanding DVA Common Stock.
Mr. Buffett may be deemed to control Berkshire Hathaway Inc. ("Berkshire"), which controls NICO. Thus, Mr. Buffett and Berkshire may be deemed to have beneficial ownership of the GEICO Shares.
Mr. Weschler beneficially owns 2,183,180 shares of DVA Common Stock (the "Weschler Shares"), which represents 2.6% of the outstanding DVA Common Stock. Mr. Weschler disclaims beneficial ownership of all GEICO Shares and Pension Plan Shares.
The Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by DVA with the SEC on February 13, 2025 reports that approximately 80.0 million shares of Common Stock were issued and outstanding as of January 31, 2025. Based on this information, Berkshire has assumed that 80.0 million shares of Common Stock were issued and outstanding as of January 31, 2025 for purposes of this 13D, and all calculations of percentage ownership in this 13D are based on such assumed number of issued and outstanding shares less the number of shares of Common Stock sold to DVA pursuant to the Share Repurchase Agreement (see Item 6 for additional information). | |
| (b) | GEICO has both voting and investment power with respect to the GEICO Shares it owns and the Pension Plan Holders have both voting and investment power with respect to the Pension Plan Shares owned by them. However, because NICO and GEICO Corp control GEICO, NICO and GEICO Corp may be deemed to share voting and investment power with respect to the GEICO Shares. In addition, Berkshire directs the investments of NICO, GEICO Corp, and the Pension Plan Holders. Thus, Mr. Buffett, who may be deemed to control Berkshire, and Berkshire share voting power and investment power with respect to all the GEICO Shares and the Pension Plan Shares.
Mr. Weschler has sole voting and investment power with respect to 2,039,806 of the Weschler Shares and shared dispositive (but not voting) power with respect to 143,374 of the Weschler Shares. | |
| (c) | On February 11, 2025, Government Employees Insurance Company sold 203,091 shares of DVA Common Stock at $156.011 per share. The sale was pursuant to the Share Repurchase Agreement (see Item 6 for additional information). | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The last four paragraphs of Item 6 of this 13D are hereby amended and restated as follows:
As previously reported on a Form 8-K filed May 1, 2024 by DVA, on April 30, 2024, DVA entered into a letter agreement (the "Share Repurchase Agreement") with Berkshire, on behalf of itself and its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (collectively, "Investor"), the largest stockholder of DVA. Pursuant to the Share Repurchase Agreement, at any time Investor beneficially owns at least 45.0% of the issued and outstanding Common Stock of DVA in the aggregate, DVA shall repurchase from Investor, and Investor shall sell to DVA, on a quarterly basis, a number of shares of Common Stock of DVA sufficient to return Investor's aggregate beneficial ownership to 45.0% of the issued and outstanding Common Stock of DVA. The per share price DVA will pay Investor in connection with any such repurchase will be the volume-weighted average per share price paid by DVA for any shares of Common Stock of DVA repurchased by DVA from public stockholders pursuant to DVA's share repurchase plan during the applicable repurchase period.
Repurchases of shares of Common Stock of DVA by DVA from Investor under the Share Repurchase Agreement will occur on the date that is two business days prior to the date of DVA's regular quarterly or annual (as applicable) investor call to report earnings (as publicly announced by DVA); however, if at any time DVA determines that Investor owns or will own (whether of record or beneficially) shares of Common Stock of DVA representing more than 49.5% of the issued and outstanding Common Stock of DVA in the aggregate, such determination will trigger immediate share repurchases by DVA under the Share Repurchase Agreement.
In addition, pursuant to the Share Repurchase Agreement, Investor also agreed that it would cause any share of Common Stock of DVA that it beneficially owns in excess of 40% of the aggregate issued and outstanding shares of Common Stock of DVA to be voted or consented on any matter in accordance with the recommendation of DVA's board of directors. The Share Repurchase Agreement does not amend, supersede or otherwise modify the Amended Standstill Agreement, which remains in full force and effect in accordance with its terms.
The foregoing description of the Share Repurchase Agreement does not purport to be complete and is subject, and is qualified in its entirety by reference, to the full text of the Share Repurchase Agreement, which is incorporated by reference in this Item 6.
The information set forth in Item 5(c) of this 13D is incorporated by reference in this Item 6. | ||
| 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.
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