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): October 1, 2007
MACQUARIE
INFRASTRUCTURE COMPANY LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32384
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43-2052503
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(State
or other jurisdiction of
incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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125
West 55th
Street,
New
York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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))
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
On
October 1, 2007, Macquarie Infrastructure Company LLC issued 1,171,503 limited
liability company interests to Macquarie Infrastructure Management (USA) Inc.,
or MIMUSA, upon reinvestment of the $43.0 million performance fee due to MIMUSA
for the fiscal quarter ended June 30, 2007, as previously disclosed, based
on
the volume weighted average price per LLC interest over the 15 trading days
ending September 27, 2007. 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.
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.
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MACQUARIE INFRASTRUCTURE COMPANY
LLC |
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| Date:
October 4, 2007 |
By: |
/s/
Peter Stokes |
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Name:
Peter Stokes |
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Title:
Chief Executive Officer |