The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001536183
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Global Infrastructure Partners II-B Feeder Fund, L.P.
Jurisdiction of Incorporation/Organization
GUERNSEY
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2010
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Global Infrastructure Partners II-B Feeder Fund, L.P.
Street Address 1 Street Address 2
Global Infrastructure Partners 12 East 49th Street, 38th Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
New York NEW YORK 10017 212-315-8100

3. Related Persons

Last Name First Name Middle Name
Ogunlesi Adebayo O.
Street Address 1 Street Address 2
c/o Global Infrastructure Partners 12 East 49th Street, 38th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10017
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Bram Jonathan D.
Street Address 1 Street Address 2
c/o Global Infrastructure Partners 12 East 49th Street, 38th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10017
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Harris Matthew C.
Street Address 1 Street Address 2
c/o Global Infrastructure Partners 12 East 49th Street, 38th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10017
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Woodburn William
Street Address 1 Street Address 2
c/o Global Infrastructure Partners 12 East 49th Street, 38th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10017
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Blum Joseph
Street Address 1 Street Address 2
c/o Global Infrastructure Partners The Peak, 5 Wilton Road
City State/Province/Country ZIP/PostalCode
London UNITED KINGDOM SW1V 1AN
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McGhee Michael
Street Address 1 Street Address 2
c/o Global Infrastructure Partners The Peak, 5 Wilton Road
City State/Province/Country ZIP/PostalCode
London UNITED KINGDOM SW1V 1AN
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Noorani Mehrdad
Street Address 1 Street Address 2
c/o Global Infrastructure Partners The Peak, 5 Wilton Road
City State/Province/Country ZIP/PostalCode
London UNITED KINGDOM SW1V 1AN
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Rao Rajaram
Street Address 1 Street Address 2
c/o Global Infrastructure Partners The Peak, 5 Wilton Road
City State/Province/Country ZIP/PostalCode
London UNITED KINGDOM SW1V 1AN
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Global Infrastructure GP II Feeder, L.P. None
Street Address 1 Street Address 2
Les Echelons, Echelons Court South Esplanade
City State/Province/Country ZIP/PostalCode
St. Peter GUERNSEY GY1 1AR
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-12-03    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
n/a None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Mitsubishi Corporation Asset Management Ltd. None
Street Address 1 Street Address 2
Kishimoto Bldg. 1F, 2-1 Marunouchi 2-chrome, Chiyoda-ku
City State/Province/Country ZIP/Postal Code
Tokyo JAPAN 100-0005
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
n/a None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Credit Suisse Securities (Europe) Limited, Seoul Branch None
Street Address 1 Street Address 2
110, Sokong-Dong, Chung-Ku Hanwha Building, 13th Floor
City State/Province/Country ZIP/Postal Code
Seoul KOREA, REPUBLIC OF 100-070
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
n/a None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Credit Suisse Securities (USA) LLC 816
Street Address 1 Street Address 2
One Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10010-3629
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $294,476,814 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

Includes General Partner commitment.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
14

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $10,672,000 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Represents estimated sales compensation with respect to Global Infrastructure Partners II-A, L.P., Global Infrastructure Partners II-B Feeder Fund, L.P., and Global Infrastructure Partners II-C, L.P.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Global Infrastructure Partners II-B Feeder Fund, L.P. /s/ Matthew Harris Matthew Harris Partner of general partner of general partner 2012-05-25

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.