SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Under the Securities Exchange Act of 1934
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
MACQUARIE INFRASTRUCTURE COMPANY LLC
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(Name of Issuer)
Limited Liability Company Interests, No Par Value
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(Title of Class of Securities)
55608B105
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(CUSIP Number)
December 31, 2009
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 6 Pages
SCHEDULE 13G
CUSIP No. 55608B105 Page 2 of 6 Pages
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1) NAME OF REPORTING PERSON
SENATOR INVESTMENT GROUP LP
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5) SOLE VOTING POWER
NUMBER 3,000,000
OF --------------------------------------------------
SHARES 6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON
WITH 3,000,000
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8) SHARED DISPOSITIVE POWER
0
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.65%
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12) TYPE OF REPORTING PERSON
IA
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Schedule 13G CUSIP No. 55608B105 Page 3 of 6 Pages
Item 1(a).
Name of Issuer: Macquarie Infrastructure Company LLC
Item 1(b). Address of Issuer's Principal Executive Offices:
125 West 55th Street
New York, NY 10019
Item 2(a). Name of Persons Filing:
Senator Investment Group LP
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal office of Senator Investment Group LP is:
1330 Avenue of the Americas
26th Floor
New York, NY 10019
Item 2(c). Citizenship:
Senator Investment Group LP is a Delaware limited partnership
Item 2(d). Title of Class of Securities:
Limited Liability Interests, No Par Value
Item 2(e). CUSIP Number:
55608B105
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Schedule 13G CUSIP No. 55608B105 Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned: 3,000,000
(b) Percent of class: 6.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,000,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,000,000
(iv) Shared power to dispose or to direct the disposition of:
0
Senator Investment Group LP, a Delaware limited partnership,
serves as investment manager to a Delaware limited partnership,
two Cayman Islands limited partnerships, and a Cayman Islands
company (collectively, the "Funds"), and as such, has investment
discretion with respect to the Funds.
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(1) Percentages are based on 45,112,604 limited liability company
interests outstanding as of NOvember 4, 2009 (as set forth on the
Issuer's Form 10-Q, filed on NOvember 5, 2009 with the Securities
and Exchange Commission).
Schedule 13G CUSIP No. 55608B105 Page 5 of 6 Pages
Item 5. [ ] Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The partners of the Funds have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the securities
reported herein held by the Funds in accordance with their respective
ownership interests in the Funds.
Senator Investment Group LP disclaims beneficial ownership of the
securities included in this report and this report shall not be deemed
an admission that Senator Investment Group LP is the beneficial owner
of such securities for purposes of Section 16 or for any other purpose.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect.
Schedule 13G CUSIP No. 55608B105 Page 6 of 6 Pages
SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated as of February 12, 2010
Senator Investment Group LP
By: Edward Larmann
Chief Financial Officer
By: /s/ Edward Larmann
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