a50988079.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. 12)*

 
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 22, 2014
(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.

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
 
 4,597,983
SHARES BENEFICIALLY OWNED BY
8.
 
 
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9.
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
 
10.
 
 
SHARED DISPOSITIVE POWER
 
4,597,983
  11.
 
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
4,597,983
 
  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)
    
6.5%
 
  14.
 
   
 TYPE OF REPORTING PERSON (See Instructions)
 
     CO
 
 
Page 2 of 12
 
 
 
 
 
  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
 
4,600,433
  11.
 
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
4,600,433
 
  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)
    
6.5%
 
  14.
 
   
 TYPE OF REPORTING PERSON (See Instructions)
 
     CO
 
 
Page 3 of 12
 
 
 
 
 
  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
 
2,450
SHARES BENEFICIALLY OWNED BY
8.
 
 
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON WITH
9.
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
 
10.
 
 
SHARED DISPOSITIVE POWER
 
2,450
  11.
 
   
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
2,450
 
  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 4 of 12
 
 
 
 
 
This Amendment No. 12 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”), the Schedule 13D/A filed on October 25, 2013 by MIMUSA, MGL, MGSA and MPW (“Amendment No. 10”), and the Schedule 13D/A filed on April 24, 2014 by MIMUSA, MGL and MGSA (“Amendment No. 11”) 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, Amendment No. 9, Amendment No. 10, and Amendment No. 11, 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 3. Source and Amount of Funds or Other Consideration
 
The response set forth in Item 3 of Schedule 13D is hereby amended and supplemented by the following information:
 
For the month ended April 30, 2014, MIMUSA has elected to reinvest $3,020,230 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Second Amended and Restated Management Services Agreement, dated as of September 30, 2013, as amended from time to time, among the Issuer, Macquarie Infrastructure Company Inc. and MIMUSA (the “Management Services Agreement”). On May 9, 2014, the Issuer issued 53,773 LLC Interests to MIMUSA upon such reinvestment.
 
For the month ended May 31, 2014, MIMUSA has elected to reinvest $3,241,702 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On June 10, 2014, the Issuer issued 53,991 LLC Interests to MIMUSA upon such reinvestment.

For the month ended June 30, 2014, MIMUSA has elected to reinvest $3,272,510 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On July 7, 2014, the Issuer issued 53,885 LLC Interests to MIMUSA upon such reinvestment.
 
Page 5 of 12
 
 
 
 
 
For the three months ended June 30, 2014, MIMUSA has elected to reinvest $4,960,484 of its performance fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On July 7, 2014, the Issuer issued 81,680 LLC Interests to MIMUSA upon such reinvestment.
 
For the month ended July 31, 2014, MIMUSA has elected to reinvest $4,388,374 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On August 15, 2014, the Issuer issued 63,896 LLC Interests to MIMUSA upon such reinvestment.

For the month ended August 31, 2014, MIMUSA has elected to reinvest $4,793,357 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On September 15, 2014, the Issuer issued 67,634 LLC Interests to MIMUSA upon such reinvestment.

For the month ended September 30, 2014, MIMUSA has elected to reinvest $4,733,862 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On October 22, 2014, the Issuer issued 68,593 LLC Interests to MIMUSA upon such reinvestment.

For the three months ended September 30, 2014, MIMUSA has elected to reinvest $51,585,376 of its performance fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On October 22, 2014, the Issuer issued 747,460 LLC Interests to MIMUSA upon such reinvestment.

For the month ended October 31, 2014, MIMUSA has elected to reinvest $4,621,238 of its base management fees in LLC Interests of the Issuer, pursuant to the terms of the Management Services Agreement. On November 17, 2014, the Issuer issued 69,229 LLC Interests to MIMUSA upon such reinvestment.
 
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 4,600,433 LLC Interests and is based on 71,019,725 LLC Interests outstanding as of November 17, 2014.
 
(c)
Except as disclosed above, none of MIMUSA, MGL or MGSA has effected any transaction in the Issuer’s LLC interests during the past 60 days.
 
 
On July 2, 2014, MGSA sold 308 LLC Interests of the Issuer.
 
(d)
Not applicable.
 
(e)
Not applicable.
 
Page 6 of 12
 
 
 
 
 
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.
 
November 18, 2014 MACQUARIE INFRASTRUCTURE  
  MANAGEMENT (USA) INC.  
     
     
       
 
By:
/s/ Michael Kernan     
    Name:     Michael Kernan  
    Title:       General Counsel   
       
 
Page 7 of 12
 
 
 
 

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.
 
November 18, 2014
MACQUARIE GROUP SERVICES AUSTRALIA PTY
 
  LIMITED  
     
     
       
 
By:
/s/ John Polanin  
    Name:     John Polanin  
    Title:      Attorney-in-Fact  
       
 
 
MACQUARIE GROUP SERVICES AUSTRALIA PTY
 
  LIMITED  
     
     
       
 
By:
/s/ Gus Wong  
    Name:     Gus Wong  
    Title:       Attorney-in-Fact  
       
 
Page 8 of 12
 
 
 
 
 
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.
 
November 18, 2014
MACQUARIE GROUP LIMITED
  
     
     
     
       
 
By:
/s/ John Polanin  
    Name:     John Polanin  
    Title:      Attorney-in-Fact  
       
 
 
MACQUARIE GROUP LIMITED
  
     
     
     
       
 
By:
/s/ Gus Wong  
    Name:     Gus Wong  
    Title:       Attorney-in-Fact  
       
 
Page 9 of 12
 
 
 
 
 
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
 
Michael Kernan
  
Secretary
 
Assistant Secretary
  
Attorney
 
Attorney
 
  
USA
 
USA
Anna Boniface
  
Assistant Secretary
  
Solicitor (Australia)
    
 
Page 10 of 12
 
 
 
 

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 11 of 12
 
 
 
 
 
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 12 of 12