UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
Macquarie Global Infrastructure Total Return Fund Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
55608D101
(CUSIP Number)
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
December 19, 2012
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO, WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 493,543.9604 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 493,543.9604 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 493,543.9604 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% | ||
14 | TYPE OF REPORTING PERSON OO |
2
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON ARTHUR D. LIPSON | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 493,543.9604 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 493,543.9604 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 493,543.9604 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% | ||
14 | TYPE OF REPORTING PERSON IN |
3
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC, AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 330,484 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 330,484 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,484 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% | ||
14 | TYPE OF REPORTING PERSON PN |
4
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 162,809 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 162,809 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,809 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
14 | TYPE OF REPORTING PERSON PN |
5
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 177,380 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 177,380 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,380 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% | ||
14 | TYPE OF REPORTING PERSON OO |
6
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON BENCHMARK PLUS PARTNERS, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,413 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 12,413 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,413 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1% | ||
14 | TYPE OF REPORTING PERSON OO |
7
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON BENCHMARK PLUS MANAGEMENT, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 189,793 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 189,793 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,793 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% | ||
14 | TYPE OF REPORTING PERSON OO |
8
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON ROBERT FERGUSON | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 189,793 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 189,793 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,793 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% | ||
14 | TYPE OF REPORTING PERSON IN |
9
CUSIP NO. 55608D101
1 | NAME OF REPORTING PERSON SCOTT FRANZBLAU | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 189,793 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 189,793 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,793 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% | ||
14 | TYPE OF REPORTING PERSON IN |
10
CUSIP NO. 55608D101
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 493,543.9604 Shares beneficially owned by WILLC is approximately $7,993,758. The Shares beneficially owned by WILLC consist of 217 Shares that were acquired with WILLC’s working capital, and 33.9604 Shares held by WILLC that were acquired through the Issuer’s dividend reinvestment plan, 330,484 Shares that were acquired with WIHP’s working capital and the working capital of affiliates of WILLC that no longer own any Shares and 162,809 Shares that were acquired with WITRP’s working capital.
The aggregate purchase price of the 189,793 Shares beneficially owned by BPM is approximately $3,350,018. The Shares beneficially owned by BPM consist of 177,380 Shares that were acquired with BPIP’s working capital and 12,413 Shares that were acquired with BPP’s working capital.
Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 13,853,659 Shares outstanding, which is the total number of Shares outstanding as of November 20, 2012, as disclosed in Exhibit (a)(5)(v) of Amendment No. 3 to the Issuer’s Schedule TO filed with the Securities and Exchange Commission on November 20, 2012.
As of the date hereof, WIHP and WITRP beneficially owned 330,484 and 162,809 Shares, respectively, constituting approximately 2.4% and approximately 1.2%, respectively, of the Shares outstanding.
As the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 493,293 Shares owned in the aggregate by WIHP and WITRP, constituting approximately 3.6% of the Shares outstanding, in addition to the 250.9604 Shares it holds directly.
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 493,543.9604 Shares beneficially owned by WILLC, constituting approximately 3.6% of the Shares outstanding.
As of the date hereof, BPIP and BPP beneficially owned 177,380 and 12,413 Shares, respectively, constituting approximately 1.3% and less than 1%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 189,793 Shares owned in the aggregate by BPIP and BPP, constituting approximately 1.4% of the Shares outstanding. As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 189,793 Shares beneficially owned by BPM, constituting approximately 1.4% of the Shares outstanding.
11
CUSIP NO. 55608D101
Item 5(c) is hereby amended to read as follows:
(c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D. All of such transactions were effected in the open market unless indicated otherwise.
Item 5(e) is hereby amended and restated to read as follows:
(e) As of the date hereof, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.
12
CUSIP NO. 55608D101
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 21, 2012 | WESTERN INVESTMENT LLC | ||
By: | /s/ Arthur D. Lipson | ||
Name: | Arthur D. Lipson | ||
Title: | Managing Member |
WESTERN INVESTMENT HEDGED PARTNERS L.P. | |||
By: | Western Investment LLC | ||
General Partner | |||
By: | /s/ Arthur D. Lipson | ||
Name: | Arthur D. Lipson | ||
Title: | Managing Member |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. | |||
By: | Western Investment LLC | ||
General Partner | |||
By: | /s/ Arthur D. Lipson | ||
Name: | Arthur D. Lipson | ||
Title: | Managing Member |
/s/ Arthur D. Lipson | |
ARTHUR D. LIPSON |
13
CUSIP NO. 55608D101
BENCHMARK PLUS PARTNERS, L.L.C. | |||
By: | Benchmark Plus Management, L.L.C. | ||
Managing Member | |||
By: | /s/ Robert Ferguson | ||
Name: | Robert Ferguson | ||
Title: | Managing Member | ||
By: | /s/ Scott Franzblau | ||
Name: | Scott Franzblau | ||
Title: | Managing Member | ||
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. | |||
By: | Benchmark Plus Management, L.L.C. | ||
Managing Member | |||
By: | /s/ Robert Ferguson | ||
Name: | Robert Ferguson | ||
Title: | Managing Member | ||
By: | /s/ Scott Franzblau | ||
Name: | Scott Franzblau | ||
Title: | Managing Member |
BENCHMARK PLUS MANAGEMENT, L.L.C. | |||
By: | /s/ Robert Ferguson | ||
Name: | Robert Ferguson | ||
Title: | Managing Member | ||
By: | /s/ Scott Franzblau | ||
Name: | Scott Franzblau | ||
Title: | Managing Member |
/s/ Robert Ferguson | |
ROBERT FERGUSON |
/s/ Scott Franzblau | |
SCOTT FRANZBLAU |
14
CUSIP NO. 55608D101
SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 7 to the Schedule 13D
Date of Sale | Shares of Common Stock Sold | Price Per Share ($) |
WESTERN INVESTMENT HEDGED PARTNERS L.P.
11/29/12 | 3,200 | 18.8101 | |
11/29/12 | 3,100 | 18.7918 | |
11/30/12 | 6,706 | 18.8452 | |
11/30/12 | 5,994 | 18.8559 | |
12/03/12 | 700 | 18.7831 | |
12/03/12 | 4,500 | 18.8341 | |
12/04/12 | 500 | 18.7568 | |
12/04/12 | 6,900 | 18.7602 | |
12/05/12 | 2,700 | 18.8163 | |
12/05/12 | 3,100 | 18.8199 | |
12/06/12 | 1,200 | 18.7422 | |
12/06/12 | 1,100 | 18.7438 | |
12/07/12 | 1,700 | 18.9035 | |
12/07/12 | 3,800 | 18.8591 | |
12/10/12 | 2,300 | 18.8603 | |
12/11/12 | 5,200 | 18.9904 | |
12/11/12 | 1,800 | 18.9734 | |
12/12/12 | 2,300 | 19.0742 | |
12/12/12 | 8,400 | 19.1424 | |
12/13/12 | 2,550 | 19.1121 | |
12/13/12 | 4,250 | 19.1393 | |
12/14/12 | 2,300 | 19.1317 | |
12/14/12 | 6,400 | 19.1431 | |
12/17/12 | 3,200 | 19.1843 | |
12/17/12 | 1,600 | 19.1644 | |
12/18/12 | 2,500 | 19.3715 | |
12/18/12 | 1,600 | 19.3760 | |
12/19/12 | 4,000 | 19.2828 | |
12/19/12 | 3,700 | 19.2804 | |
12/20/12 | 12,381 | 19.3079 | |
12/20/12 | 11,219 | 19.3508 | |
12/21/12 | 3,300 | 19.0899 | |
12/21/12 | 10,400 | 19.0816 |
15
CUSIP NO. 55608D101
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
11/29/12 | 1,600 | 18.7918 | |
11/29/12 | 1,593 | 18.8085 | |
11/30/12 | 6,248 | 18.8560 | |
12/03/12 | 2,207 | 18.8329 | |
12/03/12 | 300 | 18.7831 | |
12/04/12 | 200 | 18.7568 | |
12/04/12 | 3,374 | 18.7594 | |
12/05/12 | 2,798 | 18.8197 | |
12/06/12 | 1,143 | 18.7420 | |
12/07/12 | 1,900 | 18.8577 | |
12/07/12 | 800 | 18.9035 | |
12/10/12 | 1,065 | 18.8414 | |
12/10/12 | 79 | 18.7991 | |
12/11/12 | 2,545 | 18.9894 | |
12/11/12 | 932 | 18.9734 | |
12/12/12 | 1,200 | 19.0742 | |
12/12/12 | 4,200 | 19.1418 | |
12/13/12 | 3,347 | 19.1390 | |
12/14/12 | 3,100 | 19.1423 | |
12/14/12 | 1,200 | 19.1317 | |
12/17/12 | 816 | 19.1644 | |
12/17/12 | 1,534 | 19.1826 | |
12/18/12 | 1,966 | 19.3766 | |
12/19/12 | 1,797 | 19.2790 | |
12/19/12 | 2,100 | 19.2828 | |
12/20/12 | 11,552 | 19.3078 | |
12/21/12 | 5,067 | 19.0811 | |
12/21/12 | 1,603 | 19.0899 |