SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stokes Peter

(Last)

(First)

(Middle)

C/O MACQUARIE INFRASTRUCTURE COMPANY LLC

125 W 55TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Macquarie Infrastructure CO LLC [ MIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Share of Trust Stock⁽¹⁾	06/25/2007		J		19,961	D	$0	0	D
Limited Liability Company Interest⁽¹⁾	06/25/2007		J		19,961	A	$0	19,961	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Profit Sharing Interests⁽²⁾	⁽²⁾	06/25/2007		J			114,437	⁽²⁾	⁽²⁾	Shares of Trust Stock⁽¹⁾	114,437	$0	0	D
Director Profit Sharing Interests⁽²⁾	⁽²⁾	06/25/2007		J		114,437		⁽²⁾	⁽²⁾	Limited Liability Company Interests⁽¹⁾	114,437	$0	114,437	D

Explanation of Responses:

1. On June 25, 2007, all of the shares of trust stock, representing beneficial interests in Macquarie Infrastructure CO Trust (the "Trust") were automatically exchanged for an equal number of limited liability company interests in Macquarie Infrastructure Company LLC ("MIC") pursuant to the terms of the trust agreement for the Trust (the "Exchange"). Prior to the Exchange, all interests in the LLC were held by the Trust. Following the Exchange, MIC became the successor of the Trust. The Exchange, which was effected on a one for one basis, did not alter the proportionate interests of the securityholders. The transactions reported in connection with the Exchange are exempt under Rule 16b-7 and represent no change in the economic or pecuniary interest of the reporting person.

2. The value of Director Profit Sharing Interests ("DPS") represents a notional investment of 2006 retained profit share in limited liability company interests of Macquarie Infrastructure Company LLC by Macquare Bank Limited ("MBL") as of July 1, 2006. Retained DPS vests over a ten year period from the date Mr. Stokes was made an executive director, with no vesting for the first four years and one sixth each year thereafter, with initial vesting beginning March 31, 2007. Vested amounts would be released at the earlier of the ceasing of employment and the end of a ten year period following the retention date (subject to certain disqualifying events). Any increases in value of the notional portfolio may be paid out in August each year at the discretion of MBL.

Remarks:

	/s/ Heidi Mortensen, Attorney-In-Fact	06/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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