1
|
NAMES 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)
(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
3,738,873
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,738,873
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,738,873
|
||
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)
7.0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAMES 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) x
(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
3,760,332 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,760,332 (1)
|
||
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)
7.0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1)
|
Includes 2,335 LLC interests that are held by Macquarie Private Wealth Inc. (“MPW”), an indirect wholly owned subsidiary of Macquarie Group Limited (“MGL”), the ultimate controlling entity of MPW. These LLC interests are held on behalf of MPW’s clients in managed accounts.
|
1
|
NAMES 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)
(b)
|
||
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)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Macquarie Private Wealth Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
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
Canada
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,335
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
10
|
SHARED DISPOSITIVE POWER
2,335 (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,335
|
||
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)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(2)
|
The 2,335 LLC interests listed as having shared dispositive power are held by MPW, an indirect wholly owned subsidiary of MGL, the ultimate controlling entity of MPW. These LLC interests are held on behalf of MPW’s clients in managed accounts.
|
(a)– (b)
|
The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D and is incorporated herein by reference. Such information includes 3,760,332 LLC Interests and is based on 53,469,879 LLC Interests outstanding as of September 04, 2013.
|
(c)
|
On May 8, 2013, MIMUSA sold 3,419 LLC Interests at a price per share of $58.50 to James Hooke, Chief Executive Officer of the Issuer pursuant to a purchase agreement dated May 8, 2013.
|
|
On August 30, 2013, MIMUSA sold 1,534 LLC Interests at a price per share of $58.50 to Todd Weintraub, Chief Financial Officer of the Issuer pursuant to a purchase agreement dated May 9, 2013, as amended on August 30, 2013.
|
|
Except as disclosed herein, none of MIMUSA, MGL, MGSA or MPW has effected any transaction in the Issuer’s LLC interests during the past 60 days.
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
1.
|
10b5-1 Plan, dated as of August 30, 2013, between Macquarie Infrastructure Management (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
|
September 13, 2013 | MACQUARIE INFRASTRUCTURE | ||
MANAGEMENT (USA) INC. | |||
|
By:
|
/s/ James Hooke | |
Name: James Hooke | |||
Title: President and Chief Executive Officer | |||
September 13, 2013 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED | ||
|
By:
|
/s/ John Polanin | |
Name: John Polanin | |||
Title: Attorney-in-Fact | |||
MACQUARIE GROUP SERVICES AUSTRALIA PTY LIMITED | |||
|
By:
|
/s/ Gus Wong | |
Name: Gus Wong | |||
Title: Attorney-in-Fact | |||
September 13, 2013 | MACQUARIE GROUP LIMITED | ||
|
By:
|
/s/ John Polanin | |
Name: John Polanin | |||
Title: Attorney-in-Fact | |||
MACQUARIE GROUP LIMITED | |||
|
By:
|
/s/ Gus Wong | |
Name: Gus Wong | |||
Title: Attorney-in-Fact | |||
September 13, 2013
|
MACQUARIE PRIVATE WEALTH INC. | ||
|
By:
|
/s/ Patrick Moyer | |
Name: Patrick Moyer | |||
Title: Head of Legal | |||
Name
|
Position with Reporting
Person
|
Principal Occupation
|
Country of Citizenship
(if not Australia)
|
|||
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
|
USA
|
|||
Martin Stanley
|
Director
|
Executive Director,
Macquarie Group Limited
|
UK
|
|||
Kathleen Hahn
|
Treasurer
|
Head of Corporate
Affairs Group - Americas
|
||||
Amanda Michael
Michael Kernan
|
Secretary
Assistant Secretary
|
Attorney
Attorney
|
USA
USA
|
|||
Anna Boniface
|
Assistant Secretary
|
Solicitor (Australia)
|
Board Members
|
Name
|
Principal Occupation
|
Country of citizenship (if not Australia)
|
|||
Lisa Fraser
|
Executive Director
|
|||||
Stuart J. Dyson
|
Financial Controller of Macquarie Group Limited
|
|||||
Bruce Phipson
|
Executive Director
|
Board Members
|
Name
|
Principal Occupation
|
Country of citizenship (if not Australia)
|
|||
Michael Coleman
|
Non−executive Director
|
|||||
Patricia Cross
|
Non−executive Director
|
|||||
Diane J. Grady
|
Non-executive Director
|
|||||
Michael John Hawker
|
Non-executive Director
|
|||||
Nicholas W. Moore
|
Executive Director
|
|||||
Peter M. Kirby
|
Non−executive Director
|
|||||
Gary Banks
|
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
|
Board Members
|
Name
|
Principal Occupation
|
Country of citizenship (if not Australia)
|
|||
Earl Evans
|
Chief Executive Officer
|
|||||
William Marynissen
|
Director
|
|||||
Chris Salapoutis
|
President and Chief
Operating Officer
|
Canada
|
||||
Daniel Bowering
|
Chief Compliance Officer
|
Canada
|
a. it is not entering into this Agreement “on the basis of” (as defined in Rule 10b5-1(c) of the Exchange Act) material nonpublic information regarding the Shares or the Issuer; | |
b. it is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or any other provision of any federal, state or foreign securities laws or regulations; | |
c. The Issuer’s equity securities are not currently subject to a pension fund blackout period, and it is not presently aware of the actual or approximate beginning or ending dates of any pension fund blackout period regarding such securities; | |
d. The sales (i) will not violate any corporate policy of the Issuer or other rules or regulations of the Issuer applicable to the Client or its affiliates; (ii) will not conflict with or exceed the authority granted under the resolutions of the board of directors of the Client authorizing this Agreement or the consummation of the Plan, and (iii) are not prohibited or restricted by any legal, regulatory or contractual restriction or undertaking binding on the Client or its affiliates; | |
e. With respect to all sales under this Agreement, it has full responsibility for, and Broker shall have no obligations with respect to, compliance with (i) any reporting requirements under Sections 13 or 16 of the Exchange Act, (ii) the short-swing profit recovery provisions under Section 16 of the Exchange Act, and (iii) any state or foreign securities laws or regulations concerning trading while aware of material nonpublic information; | |
f. It is aware that by granting Broker discretion to work the sales of the Shares as “not held” orders, (i) Broker may trade at the same price or a better price than that prescribed for sales pursuant to this Agreement and (ii) it is possible that Shares might not be sold notwithstanding the satisfaction of all the conditions set forth in this Agreement for their sale; | |
g. It is aware that in order for this Agreement to constitute a plan pursuant to Rule 10b5-1(c), it must not enter into or alter a corresponding or hedging transaction with respect to the Issuer common stock to be sold under this Agreement; and | |
h. It is not relying, and has not relied, upon Broker or any affiliate of Broker with respect to the legal, accounting, tax or other implications of this Agreement and that it has conducted its own independent analyses of the legal, accounting, tax and other implications hereof. | |
(a)
|
If to the Client, to:
|
(b)
|
If to Broker, to:
|
Agreed as of the date first set forth above: | |||
MACQUARIE INFRASTRUCTURE | |||
MANAGEMENT (USA) INC. | |||
|
By:
|
/s/ | |
Name | |||
Title | |||
|
||
By:
|
||
Name: | ||
Title: |
MACQUARIE INFRASTRUCTURE MANAGEMENT | |||
(USA) INC. | |||
|
By:
|
||
Name: | |||
Title: | |||
|
1.
|
I have read and understand Rule 144. I understand that Rule 144 may not be available if I have not satisfied Rule 144’s conditions to be met.
|
|
a.____
|
As of the date hereof, I am not, and have not been for at least the past three months, an “affiliate” of the Issuer (as defined in Rule 144(a)(1)).
|
|
b.____
|
I may be an “affiliate” of the Issuer (as defined in Rule 144(a)(1)).
|
|
a.____
|
(Restricted securities sold by a non-affiliate). The transaction(s) in which the Shares were acquired from the Issuer or any “affiliate” of the Issuer did not involve a public offering within the meaning of the Securities Act.
|
|
(i)______
|
(Six Months) The Shares were acquired from the Issuer or one of its “affiliates” and fully paid for more than six months ago. The Shares have been held by the acquiror or any subsequent holder who is not an “affiliate” of the Issuer, including the undersigned, during that entire period of at least six months and the Issuer is, and has been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the “Exchange Act”) and has filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
|
|
(ii)_____
|
(One Year) The Shares were acquired from the Issuer or one of its “affiliates” and fully paid for more than one year ago. The Shares have been held by the acquiror or any subsequent holder who is not an “affiliate” of the Issuer, including the undersigned, during that entire period of at least one year.
|
|
b.____
|
(Unrestricted securities sold by a non-affiliate). The Shares are not “restricted securities” as defined in Rule 144 (a)(3), inasmuch as the transaction(s) in which I acquired the securities involved a public offering within the meaning of the Act or was in the public market on a stock exchange or in the over-the-counter market. The Shares do not bear a legend restricting their transferability under the Act.
|
|
a.____
|
Enclosed is an executed copy of Form 144, three copies of which have been filed with the Securities and Exchange Commission, and one copy of which has been filed with the principal exchange on which the Shares are admitted. The statements made on such Form 144 are complete, true and correct, and I will advise you of any change prior to the execution of my order.
|
|
b.____
|
Under Rule 144 I do not have to file a Form 144 because I will sell less than 5,000 shares or such sales will have an aggregate sale price less than $50,000.
|
|
a.
|
I have not made and do not propose to make any payment in connection with the offer or sale of the Shares to any person except any customary broker’s commissions or dealer’s charges to you. I have not solicited or arranged for the solicitation of orders to buy in anticipation of or in connection with the proposed sale, and I will not do so.
|
|
b.
|
I have no sell orders open in the Shares, or in any security convertible into or exchangeable for the Shares, with any other broker, dealer or bank and will not place any such sell orders, pending the complete execution of this order. I have no present intention of selling any additional securities of the same class, or any securities convertible into or exchangeable for such class.
|
|
c.
|
I advise you that the Shares, together with all sales, hedges or loans made by me and by any person whose sales must be aggregated with mine (as provided in paragraphs (a) and (e) of Rule 144, including, but not limited to, those persons who are acting in concert with me in the sale of the Shares) during the three months prior to the date of this sale, do not exceed the greater of either (i) 1% of the outstanding shares of the Issuer, or (ii) the average weekly trading volume of the outstanding shares of the Issuer for the four full calendar weeks prior to the date of filing Form 144, or if none, the date you receive my sell order, or the date of my sale to or through you. During the three months prior to the date of this sale, I, together with any person whose sales must be aggregated with mine, have not sold, hedged or loaned and any Shares.
|
|
d.
|
I am not acting in concert with any other person in selling the Shares, and I have not agreed to so act. I am not engaged in a plan with anyone else to dispose of the Shares. I am not aware of any facts or circumstances indicating that I am or may be deemed an underwriter within the meaning of the Securities Act with respect to the Shares, or that the sale of the Shares is part of a distribution of any Shares of the Issuer.
|
|
e.
|
I have verified that the issuer of the Shares is, and has been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports or I have received a written statement from the Issuer confirming that it has made such current public information available.
|
|
f.
|
It is my present bona fide intention to sell the Shares within a reasonable time.
|
|
6.
|
I will notify you immediately of any occurrence which would render any of the foregoing inaccurate.
|
MACQUARIE INFRASTRUCTURE | |||
MANAGEMENT (USA) INC. | |||
|
By:
|
||
Name: | |||
Title: | |||
MERRILL LYNCH, PIERCE, FENNER & SMITH | |||
INCORPORATED | |||
By: | |||
Name | |||
Title: |