a50736476.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d−101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13-d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13-d-2(a)
(Amendment No. 10)*

Macquarie Infrastructure Company LLC 
(Name of Issuer)

Limited Liability Company Interests
(Title of Class of Securities)

55608B105 
(CUSIP Number)


Michael Kernan
Macquarie Infrastructure Management (USA) Inc.
125 West 55th Street
New York, New York, 10019
(212) 231-1000
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copies to:
Michelle B. Rutta
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-7864

October 9, 2013
(Date of Event which Requires Filing of this Statement)
 

* 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 disclosures provided in a prior cover page.

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).
 
 
 
 
 
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. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Macquarie Infrastructure Management (USA) Inc.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x      
(b) o
  
3
SEC USE ONLY:
 
  
4
SOURCE OF FUNDS (See Instructions)
 
WC
 
  
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
  
 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
2,738,873
SHARES
BENEFICIALLY
 OWNED BY
8
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
2,738,873
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,738,873
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  
 
 
Page 3 of 16
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Macquarie Group Limited
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x      
(b) o
  
3
SEC USE ONLY:
 
  
4
SOURCE OF FUNDS (See Instructions)
 
OO
 
  
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Australia
 
  
 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
 OWNED BY
8
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
2,760,082 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,760,082 (1)
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  
 
(1)  
Includes 2,085 LLC interests that are held by Macquarie Private Wealth Inc. (“MPW”), an indirect wholly owned subsidiary of Macquarie Group Limited (“MGL”), the ultimate controlling entity of MPW. These LLC interests are held on behalf of MPW’s clients in managed accounts.
 
 
Page 4 of 16
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Macquarie Group Services Australia Pty Limited
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x      
(b) o
  
3
SEC USE ONLY:
 
  
4
SOURCE OF FUNDS (See Instructions)
 
WC
 
  
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Australia
 
  
 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
19,124
SHARES
BENEFICIALLY
 OWNED BY
8
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
19,124
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,124
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  
 
 
Page 5 of 16
 
 
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Macquarie Private Wealth Inc.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x      
(b) o
  
3
SEC USE ONLY:
 
  
4
SOURCE OF FUNDS (See Instructions)
 
OO
 
  
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
 
  
 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
2,085
SHARES
BENEFICIALLY
 OWNED BY
8
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
 
 
10
SHARED DISPOSITIVE POWER
 
2,085 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,085
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  

(2)  
The 2,085 LLC interests listed as having shared dispositive power are held by MPW, an indirect wholly owned subsidiary of MGL, the ultimate controlling entity of MPW. These LLC interests are held on behalf of MPW’s clients in managed accounts.
 
 
Page 6 of 16
 
 
This Amendment No. 10 amends and supplements the information set forth in the Schedule 13D (the “Original Schedule 13D”) previously filed with the Securities and Exchange Commission on July 5, 2007 by Macquarie Infrastructure Management (USA) Inc., a corporation organized under the laws of Delaware (“MIMUSA”) and the Schedule 13D filed on August 17, 2007 by Macquarie Bank Limited, a company formed under the laws of Australia (“MBL”), as amended by the Schedule 13D/A filed on October 12, 2007 by MIMUSA and MBL (“Amendment No. 1”), the Schedule 13D/A filed on December 18, 2007 by MIMUSA, Macquarie Group Limited, a company formed under the laws of Australia (“MGL”) and Macquarie Group Services Australia Pty Limited, a company formed under the laws of Australia (“MGSA”) (“Amendment No. 2”), the Schedule 13D/A filed on June 24, 2010 by MIMUSA, MGL and MGSA (“Amendment No. 3”), the Schedule 13D/A filed on January 18, 2012 by MIMUSA, MGL and MGSA (“Amendment No. 4”),  the Schedule 13D/A filed on December 21, 2012 by MIMUSA, MGL, MGSA and Macquarie Private Wealth Inc., a company formed under the laws of Canada (“MPW”) (“Amendment No. 5”), the Schedule 13D/A filed on March 11, 2013 by MIMUSA, MGL, MGSA and MPW (“Amendment No. 6”), the Schedule 13D/A filed on March 21, 2013 by MIMUSA, MGL, MGSA and MPW (“Amendment No. 7”), the Schedule 13D/A filed on May 14, 2013 by MIMUSA, MGL, MGSA and MPW (“Amendment No. 8”), the Schedule 13D/A filed on September 16, 2013 by MIMUSA, MGL, MGSA and MPW (“Amendment No. 9”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the “Schedule 13D”).  Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D.
 
Item 5.  Interest in Securities of the Issuer
 
(a)– (b)
The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D and is incorporated herein by reference.  Such information includes 2,760,082 LLC Interests and is based on 53,469,879 LLC Interests outstanding as of October 9, 2013.
 
(c)
Since the most recent filing of the Schedule 13D, MIMUSA sold an aggregate of 1,000,000 LLC interests, at a weighted average price of $53.62 per share, in multiple transactions effected pursuant to the 10b5-1 Plan (as described in Amendment No. 9). A schedule of such transactions is attached hereto as Schedule A.
 
On October 17, 2013, MPW sold 250 shares at $54.82 per share.
 
 
Except as disclosed herein, none of MIMUSA, MGL, MGSA or MPW has effected any transaction in the Issuer’s LLC interests since the most recent filing of the Schedule 13D.
 
(d)
Not applicable.
 
(e)
Not applicable.
 
 
Page 7 of 16
 
 
Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
October 24, 2013
MACQUARIE INFRASTRUCTURE
MANAGEMENT (USA) INC.
     
     
     
  By: /s/ James Hooke
    Name:    James Hooke 
   
Title:      President and Chief Executive Officer
 
 
Page 8 of 16
 
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
October 24, 2013
MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED
     
     
     
  By: /s/ Heidi Mortensen
    Name:    Heidi Mortensen 
   
Title:      Attorney-in-Fact
 
 
 
MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED
     
     
     
  By: /s/ Gus Wong
    Name:    Gus Wong
   
Title:      Attorney-in-Fact
 
 
Page 9 of 16
 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
October 24, 2013
MACQUARIE GROUP LIMITED
     
     
     
  By: /s/ Heidi Mortensen
    Name:    Heidi Mortensen 
   
Title:      Attorney-in-Fact
 
 
 
MACQUARIE GROUP LIMITED
     
     
     
  By: /s/ Gus Wong
    Name:    Gus Wong
   
Title:      Attorney-in-Fact
 
 
Page 10 of 16
 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
October 24, 2013
MACQUARIE PRIVATE WEALTH INC.
     
     
     
  By: /s/ Daniel Bowering
    Name:    Daniel Bowering
   
Title:      Chief Compliance Officer
 
 
Page 11 of 16
 

SCHEDULE I
 
The name and present principal occupation of each of the executive officers and directors of Macquarie Infrastructure Management (USA) Inc. are set forth below.  Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address 125 West 55th Street, New York, New York, 10019, United States.
 
Name
  
Position with Reporting
Person
  
Principal Occupation
  
Country of Citizenship
(if not Australia)
             
James Hooke
  
Chief Executive Officer,
President and Director
  
Chief Executive Officer
of the Issuer
    
             
Jay Davis
  
Vice President and
Director
  
Managing Director,
Macquarie Group Limited
  
USA
             
Martin Stanley
  
Director
  
Executive Director,
Macquarie Group Limited
  
UK
             
Kathleen Hahn
  
Treasurer
  
Head of Corporate
Affairs Group - Americas
    
             
Amanda Michael
  
Secretary
  
Attorney
  
USA
             
 Michael Kernan    Assistant Secretary    Attorney    USA
             
Anna Boniface
  
Assistant Secretary
  
Solicitor (Australia)
    
 
 
Page 12 of 16
 

SCHEDULE II
 
The name and present principal occupation of each of the directors (Board Members) of Macquarie Group Services Australia Pty Limited are set forth below.  Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.
 
Board Members
  
Name
  
Principal Occupation
  
Country of citizenship
(if not Australia)
             
   
Lisa Fraser
  
Executive Director
    
             
   
Stuart J. Dyson
  
Financial Controller of
Macquarie Group Limited
    
             
   
Bruce Phipson
  
Executive Director
    
 
 
Page 13 of 16
 
 
SCHEDULE III
 
The name and present principal occupation of each of the directors (Board Members) of Macquarie Group Limited are set forth below.  Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.
 
Board Members
  
Name
  
Principal Occupation
  
Country of citizenship
(if not Australia)
             
   
Michael Coleman
  
Non−executive Director
    
             
   
Patricia Cross
  
Non−executive Director
    
             
   
Diane J. Grady
  
Non-executive Director
    
             
   
Michael John Hawker
  
Non-executive Director
    
             
   
Nicholas W. Moore
  
Executive Director
    
             
   
Peter M. Kirby
  
Non−executive Director
    
             
   
Gary Banks
  
Non−executive Director
    
             
   
H. Kevin McCann
  
Non−executive Director
    
             
   
John R. Niland
  
Non−executive Director
    
             
   
Helen M. Nugent
  
Non−executive Director
    
             
   
Peter H. Warne
  
Non−executive Director
    
 
 
Page 14 of 16
 
 
SCHEDULE IV
 
The name and present principal occupation of each of the directors and executive officers of Macquarie Private Wealth Inc. are set forth below.  Unless otherwise noted, each of these persons is a Canadian citizen and has as his/her business address 181 Bay Street, Suite 3200, Toronto, Ontario M5J 2T3 Canada.
 
Board Members
  
Name
  
Principal Occupation
  
Country of citizenship
(if not Australia)
             
   
Earl Evans
  
Chief Executive Officer
    
             
   
William Marynissen
  
Director
    
             
   
Chris Salapoutis
  
President and Chief
Operating Officer
  
Canada
             
   
Daniel Bowering
  
Chief Compliance Officer
  
Canada
 
 
Page 15 of 16
 
 
SCHEDULE A
 
 
Trade Date
Amount
of Shares Sold(1)
Weighted Average
Price per Share ($)
Range of Price ($)
       
10/1/2013
26,200
53.99
53.41-54.28
       
10/2/2013
24,100
53.93
53.73-54.16
       
10/3/2013
177,000
53.50
53.17-53.97
       
10/4/2013
170,600
53.72
53.15-54.19
       
10/7/2013
200,000
53.87
53.44-54.17
       
10/8/2013
195,400
53.59
53.19-54.13
       
10/9/2013
206,700
53.36
53.01-53.76

  (1)
These shares were sold in multiple transactions at the weighted average price per share and price ranges listed above.  MIMUSA undertakes to provide to Macquarie Infrastructure Company LLC (“MIC”), any security holder of MIC, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price ranges set forth herein.

 
Page 16 of 16