FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2006
MACQUARIE INFRASTRUCTURE COMPANY TRUST
(Exact name of registrant as specified in its charter)
         
Delaware   001-32385   20-6196808
         
(State or other jurisdiction of
incorporation) 		  Commission File Number   (IRS Employer
Identification No.)
 
MACQUARIE INFRASTRUCTURE COMPANY LLC
(Exact name of registrant as specified in its charter)
         
Delaware   001-32384   43-2052503
         
(State or other jurisdiction
of incorporation) 		  Commission File Number   (IRS Employer
Identification No.)
 
     
125 West 55th Street,
New York, New York 		 
10019
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 231-1000
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 3.02 Unregistered Sales of Equity Securities..
SIGNATURES
SIGNATURES

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Item 3.02 Unregistered Sales of Equity Securities..
On June 27, 2006, Macquarie Intrastructure Company Trust issued 145,547 shares of trust stock to Macquarie Infrastructure Management (USA) Inc., or MIMUSA, upon reinvestment of the $4.1 million performance fee due to MIMUSA for the fiscal quarter ended March 31, 2006, as previously disclosed. The securities were sold in a private placement under Section 4(2) of the Securities Act of 1933, as amended, and pursuant to the terms of the Management Services Agreement.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MACQUARIE INFRASTRUCTURE COMPANY TRUST
         
Date June 28, 2006  By:   /s/ Peter Stokes    
    Name:   Peter Stokes   
    Title:   Regular Trustee   
 

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MACQUARIE INFRASTRUCTURE COMPANY LLC
         
Date June 28, 2006  By:   /s/ Peter Stokes    
    Name:   Peter Stokes   
    Title:   Chief Executive Officer