Sec Form 4 Filing - MACQUARIE GROUP LTD @ Macquarie Infrastructure Corp - 2018-08-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
MACQUARIE GROUP LTD
2. Issuer Name and Ticker or Trading Symbol
Macquarie Infrastructure Corp [ MIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LEVEL 6, 50 MARTIN PLACE, SYDNEY, NEW SOUTH WALES 2000
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2018
(Street)
AUSTRALIA, C3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 08/31/2018 P 39,690 ( 1 ) A $ 46.72 ( 2 ) 11,745,639 I ( 3 ) See footnote (3)
Common Stock, par value $0.001 per share 09/04/2018 P 56,732 ( 1 ) A $ 46.71 ( 2 ) 11,802,371 I ( 3 ) See footnote (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MACQUARIE GROUP LTD
LEVEL 6, 50 MARTIN PLACE
SYDNEY, NEW SOUTH WALES 2000
AUSTRALIA, C3
X
Macquarie Infrastructure Management (USA) INC
125 W. 55TH STREET
NEW YORK, NY10019
X X
Signatures
MGL - /s/ Charles Glorioso, Authorized Signatory, /s/Paul Peduto, Authorized Signatory, MIMUSA - /s/Simone Kovacic, Authorized Signatory, /s/ DianaDelgado, Authorized Signatory 09/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These purchases were effected by Macquarie Infrastructure Management (USA) Inc. ("MIMUSA"), a subsidiary of Macquarie Group Ltd. ("MGL"), pursuant to a Rule 10b5-1 trading plan adopted by MIMUSA on May 9, 2018.
( 2 )The prices reported in Column 4 are a weighted average price per day. These shares were purchased in multiple transactions at prices ranging from $46.67 to $46.75, inclusive, on August 31, 2018 and from $46.55 to $46.90, inclusive, on September 4, 2018. The reporting person undertakes to provide to Macquarie Infrastructure Corporation, any security holder of Macquarie Infrastructure Corporation, or the staff of the Securities and ExchangeCommission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
( 3 )Includes 54,400 shares held in various investment funds for which Macquarie Investment Management Global Limited, a subsidiary of MGL, actsas investment advisor. MIMUSA holds the balance of the shares. Each reporting person disclaims beneficial ownership of all such securitiesexcept to the extent of its pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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