SEC Form SC 13D/A filed by Macquarie Infrastructure Corporation (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
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(Rule 13d−101)
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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. 29)*
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Macquarie Infrastructure Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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55608B105
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(CUSIP Number)
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David Fass
Macquarie Infrastructure Management (USA) Inc.
125 West 55th Street
New York, New York, 10019
(212) 231-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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Copies to:
Katherine Ashley
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W. Washington, D.C., 20005-2111
(202) 371 7000
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June 14, 2021
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Macquarie Infrastructure Management (USA) Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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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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7
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SOLE VOTING POWER
14,235,886
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
14,235,886
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,235,886
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Macquarie Group Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
14,237,986
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,237,986
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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i.
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name;
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ii.
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business address (or residence where indicated);
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iii.
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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
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iv.
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citizenship.
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(a)–(b)
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The information required by these paragraphs is set forth in Numbers 7 through 11 and 13 of each of the cover pages of this Schedule 13D and is incorporated herein by reference. The
information disclosed in Number 13 of each of such cover pages is based on 87,593,632 shares of Common Stock outstanding as of April 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on May 4, 2021.
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(c)
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Except as disclosed herein and in Amendment No. 28, none of MIMUSA or MGL has effected any transaction in the Issuer’s Common Stock during the past 60 days.
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Amendment to Disposition Agreement, dated June 14, 2021, by and among Macquarie Infrastructure Corporation, MIC Ohana Corporation, Macquarie Infrastructure Holdings, LLC and Macquarie
Infrastructure Management (USA) Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Macquarie Infrastructure Corporation on June 15, 2021).
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MACQUARIE INFRASTRUCTURE
MANAGEMENT (USA) INC.
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By:
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/s/ Paul Peduto
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Name:
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Paul Peduto
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Title:
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Associate Director
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By:
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/s/ Charles Glorioso
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Name:
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Charles Glorioso
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Title:
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Division Director
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MACQUARIE GROUP LIMITED
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By:
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/s/ Paul Peduto
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Name:
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Paul Peduto
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Title:
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Associate Director
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By:
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/s/ Charles Glorioso
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Name:
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Charles Glorioso
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Title:
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Division Director
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Name
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Position with
Reporting Person |
Principal Occupation
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Country of Citizenship
(if not Australia) |
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David Fass
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Chief Executive Officer and President and Director
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Head of the Americas – MIRA
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United States
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Aaron Rubin
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Vice President and Director
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Head of MIRA North American Energy Team
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Australia and the United Kingdom
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Sue Sekar
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Vice President and Director
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Chief Operating Officer – MIRA Americas and Global Head of MIRA Fund Management
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Australia and United States
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Jonathon Laurie
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Treasurer
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Finance Director of MIRA
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Name
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Position with
Reporting Person |
Principal Occupation
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Country of Citizenship
(if not Australia) |
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Michael Coleman
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Non-executive Director
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Non-executive Director
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Diane Grady
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Non-executive Director
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Non-executive Director
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Shemara Wikramanayake
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Executive Director
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Chief Executive Officer
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Peter Warne
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Non-executive Director & Chairman
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Non-executive Director
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Nicola Wakefield Evans
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Non-executive Director
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Non-executive Director
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Glenn Stevens
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Non-executive Director
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Non-executive Director
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Philip Coffey
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Non-executive Director
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Non-executive Director
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Jillian Broadbent
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Non-executive Director
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Non-executive Director
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Rebecca McGrath
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Non-executive Director
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Non-executive Director
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Mike Roche
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Non-executive Director
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Non-executive Director
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Dennis Leong
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Secretary
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Company Secretary
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Simone Kovacic
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Secretary
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Company Secretary
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