a50514963.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. 5)*

 
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
 
December 5, 2012
(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
5,480,929
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,480,929
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,480,929
 
  
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)
 
11.55%
 
  
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,500,353
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,500,353
 
  
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)
 
11.59%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  
 
 
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
19,124
8
SHARED VOTING POWER
 
0
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)
 
0.04%
 
  
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
300
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
300
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
300
 
  
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%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  
 
 
Page 6 of 16
 
 
This Amendment No. 5 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”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, 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 2.  Identity and Background.
 
The response set forth in Item 2 of the Schedule 13D is hereby amended and restated in its entirety.
 
This statement on Schedule 13D is being filed by MIMUSA, MGL,MGSA and Macquarie Private Wealth Inc.(“MPW”).
 
MIMUSA has its principal offices at 125 West 55th Street, New York, New York, 10019. MGL and MGSA have their principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia and MPW has its principal offices at 181 Bay Street, Suite 3200, Toronto, Ontario M5J 2T3 Canada.MGSA is a direct wholly owned subsidiary of MGL. MIMUSA is an indirect wholly owned subsidiary of MGL.  MIMUSA is 100% directly owned by Macquarie Infrastructure and Real Assets Inc. (“MIRA”), a Delaware corporation, which is 100% directly owned by Macquarie Holdings (U.S.A.) Inc. (“MHUSA”), a Delaware corporation.  MHUSA is a direct wholly owned subsidiary of Macquarie Equities (US) Holdings Pty Limited, a company formed under the laws of Australia (“MEQH”).  MEQH is a direct wholly owned subsidiary of Macquarie Group (US) Holdings No.1 Pty Ltd, a company formed under the laws of Australia (“MGUSH1”).  MGUSH1 is a direct wholly owned subsidiary of Macquarie Capital International Holdings Pty Ltd (f/k/a Macquarie Group International Holdings Pty Ltd) (“MCIHL”), a company formed under the laws of Australia, which is in turn a wholly owned direct subsidiary of Macquarie Capital Group Pty Ltd, a company formed under the laws of Australia (“MCGL”).  MCGL is a direct wholly owned subsidiary of Macquarie Financial Holdings Limited, a company formed under the laws of Australia (“MFHL”).  MFHL is a direct wholly owned subsidiary of MGL, the ultimate controlling entity of MIMUSA.
 
MPW is an indirect wholly owned subsidiary of MGL.  MPW is a direct wholly owned subsidiary of Macquarie BFS Holdings Limited, a company formed under the laws of Canada.  Macquarie BFS Holdings Limited is a direct wholly owned subsidiary of Macquarie Mortgages Canada Holdings Pty Ltd, a company formed under the laws of Australia.  Macquarie Mortgages Canada Holdings Pty Ltd is a direct wholly owned subsidiary of Macquarie Bank Limited (“MBL”) a company formed under the laws of Australia.  MGL’s ownership of MBL is held through Macquarie B.H. Pty Ltd.
 
 
Page 7 of 16
 
 
MEQH, MGUSH1, MCIHL, MCGL, MFHL, MBL, Macquarie B.H. Pty Ltd and Macquarie Mortgages Canada Holdings Pty Ltd have their principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia.  MIRA and MHUSA have their principal offices at 125 West 55th Street, New York, New York, 10019, United States. Macquarie BFS Holdings Limited have their offices at 181 Bay Street, Suite 3100, Toronto, Ontario M5J 2T3 Canada.
 
The directors and executive officers of MIMUSA, MGSA,MGL and MPW are set forth on Schedules I, II, III and IV attached hereto, respectively. Schedules I, IIIII and IV set forth the following information with respect to each such person:
 
 
(i)
name;
 
 
(ii)
business address (or residence address where indicated);
 
 
(iii)
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
 
 
(iv)
citizenship.
           
During the last five years, none of MIMUSA, MGSA, MGL, MEQH, MGUSH1, MGIHL, MHUSA, MIRA or MPW, nor any person named in Schedules I, II, III and IV, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following information.
 
For the quarter ended December 31, 2011, MIMUSA has elected to reinvest $4,221,829 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement.  On March 20, 2012, the Issuer issued 135,987 LLC Interests to MIMUSA upon such reinvestment.
 
For the quarter ended March 31, 2012, MIMUSA has elected to reinvest $4,995,142 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement.  On May 31, 2012, the Issuer issued 147,682 LLC Interests to MIMUSA upon such reinvestment.
 
 
Page 8 of 16
 
 
For the quarter ended June 30, 2012, MIMUSA has elected to reinvest $4,760,259 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement described below.  On August 30, 2012, the Issuer issued 113,847 LLC Interests to MIMUSA upon such reinvestment.
 
For the quarter ended September 30, 2012, MIMUSA has elected to reinvest $5,849,761 of its base management fees in LLC Interests and $23,511,054 of its performance fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement described below.  On December 5, 2012, the Issuer issued 695,068 LLC Interests to MIMUSA upon such reinvestment.
 
On November 7, 2012 MPW acquired 100 shares at $43.19 per share, 100 shares at $43.21 per share, and 100 shares at $43.18 per share on behalf of its clients in managed accounts.
 
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 5,500,353 LLC Interests and is based on 47,453,943 LLC Interests outstanding as of December 20, 2012.
 
(c)
Except as disclosed above, neither MIMUSA, MGL, MGSA nor MPW has effected any transaction in the LLC Interests during the past 60 days.
 
(d)
Not applicable.
 
(e)
Not applicable.

 
Page 9 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.
 
December 20, 2012
MACQUARIE INFRASTRUCTURE
MANAGEMENT (USA) INC.
       
       
 
By:
 /s/ James Hooke
    Name:             James Hooke
    Title:             President and Chief Executive Officer 
 
 
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.
 
 
December 20, 2012
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 11 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.
 
December 20, 2012
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
 
 
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.
 
December 20, 2012
MACQUARIE PRIVATE WEALTH INC
       
       
 
By:
/s/ Daniel Bowering
    Name:             Daniel Bowering
    Title:            
Chief Compliance Officer
 
 
Page 12 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 13 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 14 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)
             
   
Diane J. Grady
  
Non-executive Director
    
             
   
Michael John Hawker
  
Non-executive Director
    
             
   
Nicholas W. Moore
  
Executive Director
    
             
   
Peter M. Kirby
  
Non−executive Director
    
             
   
Catherine B. Livingstone
  
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 15 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
    
             
   
Stanley H. Hartt
  
Chairman
  
Canada
             
   
Matthew J. Rady
  
Director
    
             
   
Chris Salapoutis
  
President and Chief
Operating Officer
  
Canada
             
   
Daniel Bowering
  
Chief Compliance Officer
  
Canada
 
 
Page 16 of 16