MICROSOFT CORP — Major Shareholding Notification 2010

Feb 16, 2010

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

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 17)**

*MICROSOFT CORPORATION*

(Name of Issuer)

*Common Stock, $0.00000625 par value per share*

(Title of Class of Securities)

*594918104*

(CUSIP Number)

*December 31, 2009*

(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)
x	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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105692\10-3504-2\task3918834\3504-2-ba.htm',USER='105692',CD='Feb 10 22:10 2010'

| CUSIP No. 594918104 — 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) | o |
| 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 680,970,258 |
| | 6. | Shared Voting Power -0- |
| | 7. | Sole Dispositive Power 680,970,258 |
| | 8. | Shared Dispositive Power -0- |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 680,970,258 | |
| 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) 7.7% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

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

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| Item 6. | Ownership of More than 5 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 |
| | 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. |

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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:
February 16, 2010 | | |
| --- | --- | --- |
| WILLIAM H. GATES III | | |
| By: | /s/ Alan Heuberger | |
| | Name: | Alan Heuberger (1) |
| | Title: | Attorney-in-fact for
William H. Gates III |

(1) 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, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade Investment, L.L.C.’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

SEQ.=1,FOLIO='',FILE='C:\JMS\105692\10-3504-2\task3918834\3504-2-ba.htm',USER='105692',CD='Feb 10 22:10 2010'