a50587364.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. 6)*

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

March 6, 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.

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
 
4,949,401
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,949,401
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,949,401
 
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)
 
10.43%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
Page 2 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
 
4,969,725 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,969,725 (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)
 
10.47%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)  
Includes 1,200 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 3 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 4 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
 
1,200
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,200 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,200
 
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
 
 
(2)  
The 1,200 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 5 of 16
 
 
This Amendment No. 6 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”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, 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 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 6 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, II, III 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
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
 
For the quarter ended December 31, 2012, MIMUSA has elected to reinvest $6,299,000 of its base management fees and $43,820,000 of its performance fees in LLC interests of the Issuer, pursuant to the terms of Management Services Agreement. The LLC interests for the fourth quarter of 2012 base management fee and performance fee will be issued to MIMUSA during the first quarter of 2013.
 
On February 13, 2013, MPW acquired 400 shares at $50.35 per share and 500 shares at $50.36 per share.
 
 
Page 7 of 16
 
 
Item 4.  Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
This Amendment No. 6 is being filed to report recent open-market sales by MIMUSA of securities of the Issuer that have decreased the amount of LLC Interests that MIMUSA and MGL may be deemed to beneficially own by an amount greater than one percent of the outstanding LLC Interests of the Issuer.
 
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 4,969,725 LLC Interests and is based on 47,453,943 LLC Interests outstanding as of February 20, 2013.
 
(c)
During the 60 days preceding the date of this report, MIMUSA has sold the following amounts of the Issuer’s LLC Interests in the open market:
 
Transaction Date
Number of LLC Interests Sold
Wtd Avg Price*
     
02/25/13
61,000
$51.31
     
02/26/13
75,000
$50.95
     
02/27/13
70,000
$51.49
     
02/28/13
60,100
$51.56
     
03/01/13
47,583
$51.38
     
03/01/13
27,417
$52.08
     
03/04/13
62,428
$51.87
     
03/05/13
60,000
$51.79
     
03/06/13
68,000
$51.73
     
 
*Represents the weighted average sale price per share of the LLC Interests sold on the dates specified. All sales were reported on Form 4 reports filed pursuant to Section 16 of the Securities Exchange Act of 1934. The Form 4 reports contain additional detail on the sale prices of the shares sold on each date.
 
 
Page 8 of 16
 
 
Except as disclosed above, none of MIMUSA, MGL, MGSA or MPW has effected any transaction in the Issuer’s LLC interests during the past 60 days.
 
(d)
Not applicable.
 
(e)
Not applicable.
 

 
Item 7. Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement
 
 
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.
 
March 8, 2013
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.
 
 
March 8, 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/ Clara Kwan  
    Name:  Clara Kwan  
    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.
 
 
March 8, 2013
 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