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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G[/A]
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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MACQUARIE INFRASTRUCTURE COMPANY LLC
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(Name of Issuer)
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Limited Liability Company Interests, No Par Value
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(Title of Class of Securities)
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55608B105
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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CUSIP No. 55608B105
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13G[/A]
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
SENATOR INVESTMENT GROUP LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
4,000,000
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,000,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.55%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 55608B105
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13G[/A]
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Page 3 of 6 Pages
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Item 1 (a).
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NAME OF ISSUER
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Macquarie Infrastructure Company LLC (the “Issuer”).
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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125 West 55th Street, New York, NY 10019
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Item 2 (a).
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NAME OF PERSON FILING
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Senator Investment Group LP
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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The principal office of Senator Investment Group LP is:
510 Madison Avenue, 28th Floor
New York, NY 10022
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Item 2(c).
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CITIZENSHIP
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Senator Investment Group LP is a Delaware limited partnership.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Limited Liability Company Interests, No Par Value
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Item 2(e).
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CUSIP NUMBER
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55608B105
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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Not applicable.
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: __________________________________________
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CUSIP No. 55608B105
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13G[/A]
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Page 4 of 6 Pages
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Item 4.
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OWNERSHIP
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(a)
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Amount beneficially owned: 4,000,000
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(b)
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Percent of class: 8.55%*
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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4,000,000
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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4,000,000
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to two Delaware limited partnerships, four Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.
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CUSIP No. 55608B105
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13G[/A]
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Page 5 of 6 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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The partners and shareholders 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.
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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 13 or for any other purpose.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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Item 10.
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CERTIFICATION
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Each of the Reporting Persons hereby makes the following certification:
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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 that purpose or effect.
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CUSIP No. 55608B105
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13G[/A]
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Page 6 of 6 Pages
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SENATOR INVESTMENT GROUP LP
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By:
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Evan Gartenlaub
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General Counsel
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/s/ Evan Gartenlaub
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