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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Profit Sharing Interests (2) | (2) | 06/25/2007 | J | 114,437 | (2) | (2) | Shares of Trust Stock (1) | 114,437 | $ 0 | 0 | D | ||||
| Director Profit Sharing Interests (2) | (2) | 06/25/2007 | J | 114,437 | (2) | (2) | Limited Liability Company Interests (1) | 114,437 | $ 0 | 114,437 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stokes Peter C/O MACQUARIE INFRASTRUCTURE COMPANY LLC 125 W 55TH STREET NEW YORK, NY 10019 |
Chief Executive Officer | |||
| /s/ Heidi Mortensen, Attorney-In-Fact | 06/27/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On June 25, 2007, all of the shares of trust stock, representing beneficial interests in Macquarie Infrastructure CO Trust (the "Trust") were automatically exchanged for an equal number of limited liability company interests in Macquarie Infrastructure Company LLC ("MIC") pursuant to the terms of the trust agreement for the Trust (the "Exchange"). Prior to the Exchange, all interests in the LLC were held by the Trust. Following the Exchange, MIC became the successor of the Trust. The Exchange, which was effected on a one for one basis, did not alter the proportionate interests of the securityholders. The transactions reported in connection with the Exchange are exempt under Rule 16b-7 and represent no change in the economic or pecuniary interest of the reporting person. |
| (2) | The value of Director Profit Sharing Interests ("DPS") represents a notional investment of 2006 retained profit share in limited liability company interests of Macquarie Infrastructure Company LLC by Macquare Bank Limited ("MBL") as of July 1, 2006. Retained DPS vests over a ten year period from the date Mr. Stokes was made an executive director, with no vesting for the first four years and one sixth each year thereafter, with initial vesting beginning March 31, 2007. Vested amounts would be released at the earlier of the ceasing of employment and the end of a ten year period following the retention date (subject to certain disqualifying events). Any increases in value of the notional portfolio may be paid out in August each year at the discretion of MBL. |