UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)
 
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, NY 10019
Telephone: (212) 231-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
Copy to:
 
Antonia E. Stolper
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
 
June 11, 2010
(Date of Event Which Requires Filing of this Statement)
 
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-l(f) or 240.13d-l(g), check the following box. o
 
The information required in 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 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 ).
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.  55608B105
  
Page 2 of 13 Pages
         
1
NAME 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) þ
(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
 
3,797,557
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,797,557
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,797,557
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.  55608B105
  
Page 3 of 13 Pages
         
1
NAME 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) þ
(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
 
3,816,681
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,816,681
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)
 
8.4%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.  55608B105
  
Page 4 of 13 Pages
         
1
NAME 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) þ
(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
 
 
 
 
 
TABLE OF CONTENTS

  Page
   
   
Item 1. Security and Issuer
6
   
Item 2. Identity and Background
6
   
Item 3. Source and Amount of Funds or Other Consideration
6
   
Item 4. Purpose of Transaction
7
   
Item 5. Interest in Securities of the Issuer
7
   
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
7
   
Item 7. Material to Be Filed as Exhibits
7
   
Signatures
 8
   
SCHEDULE I
 11
SCHEDULE II
 12
SCHEDULE III
 13
 
 
 
 
 
Page 5 of 13 Pages
 
 
This Amendment No. 3 amends the Report on Schedule 13D filed on July 5, 2007 by Macquarie Infrastructure Management (USA) Inc., a corporation organized under the laws of Delaware (“MIMUSA”) and the Report on 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 and 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”) (together, 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 1. Security and Issuer.
 
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 and MGSA.

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.

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 Capital Funds Inc. (“MCFI”), 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.

MEQH, MGUSH1, MCIHL, MCGL and MFHL have their principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia. MCFI and MHUSA have their principal offices at 125 West 55th Street, New York, New York, 10019, United States.

The directors and executive officers of MIMUSA, MGSA and MGL are set forth on Schedules I, II and III attached hereto, respectively. Schedules I, II and III 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 or MCFI, nor any person named in Schedules I, II and III, 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.
 
The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following information.
 
For the quarter ended June 30, 2009, MIMUSA has elected to reinvest $891,091.78 of its base management fees in LLC Interests of the Issuer (the “June Reinvestment ”), pursuant to the terms of the Management Services Agreement. On September 8, 2009, the Issuer issued 149,795 LLC Interests to MIMUSA upon such reinvestment.
 
For the quarter ended September 30, 2009, MIMUSA has elected to reinvest $1,639,403.27 of its base management fees in LLC Interests of the Issuer (the “September Reinvestment ”), pursuant to the terms of the Management Services Agreement described below. On December 2, 2009, the Issuer issued 180,309 LLC Interests to MIMUSA upon such reinvestment.
 
For the quarter ended December 31, 2009, MIMUSA has elected to reinvest $1,893,937.61 of its base management fees in LLC Interests of the Issuer (the “December Reinvestment ”), pursuant to the terms of the Management Services Agreement described below. On March 31, 2010, the Issuer issued 138,955 LLC Interests to MIMUSA upon such reinvestment.
 
 
Page 6 of 13 Pages
 
 
For the quarter ended March 31, 2010, MIMUSA has elected to reinvest $2,188,805.51 of its base management fees in LLC Interests of the Issuer (the “March Reinvestment ”), pursuant to the terms of the Management Services Agreement described below. On June 11, 2010, the Issuer issued 155,375 LLC Interests to MIMUSA upon such reinvestment.
 
Item 4. Purpose of Transaction.

 
Item 5. Interest in Securities of the Issuer.
 
(a)–(b) Please refer to the schedules preceding the table of contents of this Schedule 13D for each of MIMUSA and MBL.
 
(c) Except as disclosed above, neither MIMUSA nor MBL has effected any transaction in the LLC Interests during the past 60 days.
 
(d) Not applicable.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 7. Material to Be Filed as Exhibits.
 


 
 
Page 7 of 13 Pages
 
 
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.
   
June 21, 2010
 		 MACQUARIE INFRASTRUCTURE
MANAGEMENT (USA) INC.
  
         
         
  By:   /s/ James Hooke  
    Name:  James Hooke  
    Title:  President and Chief Executive Officer  
         
 
 
 
 
 
 
 
 
 


 
Page 8 of 13 Pages
 
 
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.
  
June 21, 2010  MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED  
         
         
  By:   /s/ Bruce Phipson  
    Name:  Bruce Phipson  
    Title:  Director   
         
    
  MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED  
         
         
  By:   /s/ Paula Walsh  
    Name:  Paula Walsh   
    Title:  Company Secretary   
         
 
 
 
 
 
 
 
 
 
 
 
Page 9 of 13 Pages
 
 
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.
  
June 21, 2010  MACQUARIE GROUP LIMITED  
         
         
  By:   /s/ Greg Ward  
    Name:  Greg Ward   
    Title:  Executive Director   
         
    
  MACQUARIE GROUP LIMITED  
         
         
  By:   /s/ Paula Walsh  
    Name:  Paula Walsh   
    Title:  Company Secretary   
         
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 13 Pages
 
 
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.
 
   
Position with Reporting
  
Principal Occupation
Name
  
Person
    
   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
         
Stephen Mentzines
  
Director
  
Executive Director, Macquarie Group Limited
         
Kathleen Hahn
  
Treasurer
  
Head of Corporate Affairs
Group – Americas
         
Amanda Reed
  
Secretary
  
Attorney
         
Anna Boniface
  
Assistant Secretary
  
Solicitor (Australia)
 
 
 
 
 
Page 11 of 13 Pages
 
 
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.

   
Name
  
Principal Occupation
  
Country of citizenship (if not Australia)
Board Members
            
   
W. Richard Sheppard
  
Managing Director of Macquarie Bank Limited
    
             
   
Gregory C. Ward
  
Chief Financial Officer of Macquarie Group Limited
    
             
   
Stuart J. Dyson
  
Financial Controller of Macquarie Group Limited
    
             
   
Bruce Phipson
  
Division Director
    
 
 
 
 
 

 
 
Page 12 of 13 Pages
 
 
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.
 
   
Name
  
Principal Occupation
  
Country of citizenship (if not Australia)
Board Members
  
David S. Clarke
  
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 13 of 13 Pages