sc13d06290054_08312011.htm
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. )1

Macquarie Global Infrastructure Total Return Fund Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

55608D101
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2011
(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
 
661,186.8169
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
661,186.8169
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
661,186.8169
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
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
 
661,186.8169
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
661,186.8169
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
661,186.8169
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
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
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
 
220,444
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
220,444
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
220,444
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
 
PN

 
4
 
CUSIP NO. 55608D101
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
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
 
220,417
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
220,417
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
220,417
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

 
5
 
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
 
219,821
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
219,821
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
219,821
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
 
PN

 
6
 
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
 
208,888
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
208,888
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
208,888
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
 
OO

 
7
 
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
 
18,463
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
18,463
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,463
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

 
8
 
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
 
227,351
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
227,351
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
227,351
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

 
9
 
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
 
227,351
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
227,351
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
227,351
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
 
IN

 
10
 
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
 
227,351
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
227,351
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
227,351
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
 
IN

 
11
 
CUSIP NO. 55608D101
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock, $0.001 par value per share (the “Shares”), of Macquarie Global Infrastructure Total Return Fund Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 125 West 55th Street, New York, NY 10019.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Arthur D. Lipson (together with WILLC, WIHP, WIAP, and WITRP, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau and Robert Ferguson (together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPIP and WILLC and BPP.
 
WILLC has sole voting and investment power over WIHP’s, WIAP’s, and WITRP’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions.  BPM is the managing member of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as managing members of BPM, have sole voting and investment control over BPIP’s and BPP’s security holdings.
 
Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The principal business address of each of WILLC, WIHP, WIAP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.
 
The principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
 
(c)           The principal business of WILLC is acting as the managing member of WIAP, and the general partner of each of WIHP and WITRP.  The principal occupation of Mr. Lipson is acting as managing member of WILLC.  The principal business of each of WIHP, WITRP, and WIAP is acquiring, holding and disposing of investments in various companies.
 
The principal business of each of BPIP and BPP is acquiring, holding and disposing of investments in various companies.  The principal business of BPM is acting as the managing member of each of BPIP and BPP.  The principal occupation of Mr. Ferguson is acting as a managing member of BPM.  The principal occupation of Mr. Franzblau is acting as a managing member of BPM.
 
 
12
 
CUSIP NO. 55608D101
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Lipson, Ferguson and Franzblau are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 661,186.8169 Shares beneficially owned by WILLC is approximately $11,140,233.  The Shares beneficially owned by WILLC consist of 500 Shares that were acquired with WILLC’s working capital, and 4.8169 Shares held by WILLC that were acquired through the Issuer’s dividend repurchase plan, 220,444 Shares that were acquired with WIHP’s working capital, 220,417 Shares that were acquired with WIAP’s working capital, and 219,821 Shares that were acquired with WITRP’s working capital.
 
The aggregate purchase price of the 227,351 Shares beneficially owned by BPM is approximately $4,160,868.  The Shares beneficially owned by BPM consist of 208,888 Shares that were acquired with BPIP’s working capital and 18,463 Shares that were acquired with BPP’s working capital.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of Directors of the Issuer (the “Board”) and other shareholders of the Issuer concerning the business, operations and future plans of the Issuer.  The Reporting Persons are concerned by, among other things, the persistent discount to net asset value at which the Shares have been trading and believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or reduced to a nominal amount.  The Reporting Persons are also concerned with the Issuer’s general record of poor corporate governance and its classified board structure.  Of particular concern, the Reporting Persons note the Issuer’s “absolute majority voting provision” in the election of directors, which requires the affirmative vote of the holders of a majority of the outstanding Shares to elect directors.  This provision virtually assures that there will be a failed election in any election in which the incumbent directors do not run unopposed.  The Reporting Persons believe the absolute majority voting provision is intended to entrench the incumbent directors and represents the worst in corporate governance.  The Reporting Persons strongly encourage management and the Board to eliminate this shareholder unfriendly provision to prevent failed elections in the future.  The Reporting Persons believe that the Board’s failure to institute best practice corporate governance measures is indicative of a board that places management’s interests over those of its shareholders.
 
 
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels and/or discount to net asset value of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals concerning, among other things, changes to the management, the Board, capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 17,317,074 Shares outstanding, which is the total number of Shares outstanding as of May 31, 2010, as reported in the Issuer’s Semi-Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on August 5, 2011.
 
 
13
 
CUSIP NO. 55608D101
 
As of the close of business on September 9, 2011, WIHP, WIAP, and WITRP beneficially owned 220,444, 220,417, and 219,821 Shares, respectively, constituting approximately 1.3%, approximately 1.3%, and approximately 1.3%, respectively, of the Shares outstanding.
 
As the general partner of each of WIHP and WITRP, and the managing member of WIAP, WILLC may be deemed to beneficially own the 660,682 Shares owned in the aggregate by WIHP, WIAP, and WITRP, constituting approximately 3.8% of the Shares outstanding, in addition to the 504.8169 Shares it holds directly.
 
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 661,186.8169 Shares beneficially owned by WILLC, constituting approximately 3.8% of the Shares outstanding.
 
As of the close of business on September 9, 2011, BPIP and BPP beneficially owned 208,888 and 18,463 Shares, respectively, constituting approximately 1.2% 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 227,351 Shares owned in the aggregate by BPIP and BPP, constituting approximately 1.3% of the Shares outstanding.  As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 227,351 Shares beneficially owned by BPM, constituting approximately 1.3% of the Shares outstanding.
 
(b)           Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Western Entities by virtue of their respective positions as described in Item 2.
 
Each of BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Benchmark Entities by virtue of their respective positions as described in Item 2.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On September 12, 2011, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swaps or other similar derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions may be significant in amount. The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Shares, the relative value of such shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which such shares may be included, or a combination of any of the foregoing.  The Reporting Persons may also, from time to time, enter into stock loan agreements with one or more counterparties in the ordinary course of business pursuant to which the Reporting Persons may lend their Shares subject to recall at their discretion.
 
Other than as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Robert Ferguson, and Scott Franzblau, dated September 12, 2011.
 
 
14
 
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: September 12, 2011
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 ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
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
 
 
15
 
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
 
 
16
 
CUSIP NO. 55608D101

SCHEDULE A
 
Transactions in the Shares During the Past 60 Days
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
 
07/11/11
4,432
  
18.0359
07/12/11
1,500
  
17.8996
07/12/11
8,300
  
17.9068
07/13/11
2,200
  
17.9710
07/13/11
4,200
  
18.0169
07/14/11
2,700
  
18.0168
07/14/11
1,700
  
17.9871
07/15/11
100
  
17.9985
07/15/11
1,400
  
17.9761
07/18/11
2,000
  
17.6722
07/19/11
100
  
17.7585
07/19/11
4,200
  
17.8391
07/20/11
1,600
  
17.9674
07/21/11
1,500
  
18.3891
07/21/11
1,500
  
18.3828
07/22/11
1,700
  
18.3683
07/22/11
2,100
  
18.3668
07/25/11
1,800
  
18.3059
07/25/11
900
  
18.2536
07/26/11
4,300
  
18.3334
07/26/11
1,700
  
18.3149
07/27/11
6,600
  
18.0221
07/27/11
700
  
17.9527
07/28/11
400
  
17.9531
07/28/11
6,899
  
17.9353
07/29/11
13,600
  
17.7621
 
 
 
 
CUSIP NO. 55608D101
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
07/29/11
2,000
  
17.7127
08/01/11
7,884
  
17.7183
08/02/11
800
  
17.7185
08/02/11
3,300
  
17.4051
08/03/11
3,800
  
17.3117
08/03/11
8,700
  
17.1304
08/04/11
2,366
  
16.6203
08/04/11
3,000
  
16.5724
08/05/11
3,200
  
16.2770
08/05/11
11,700
  
16.2411
08/08/11
1,900
  
15.1477
08/08/11
6,400
  
15.4122
08/09/11
7,700
  
15.1568
08/09/11
3,000
  
15.1047
08/10/11
8,000
  
15.3324
08/11/11
4,100
  
15.6960
08/11/11
400
  
15.1972
08/12/11
41
  
16.0585
08/15/11
4,200
  
16.4137
08/15/11
105
  
16.3385
08/17/11
4,500
  
16.6915
08/17/11
3,500
  
16.6839
08/18/11
4,900
  
16.0591
08/18/11
4,700
  
16.0318
08/19/11
7,000
  
15.6908
08/19/11
14,400
  
15.5338
08/22/11
200
  
15.7741
08/22/11
2,800
  
15.7503
08/23/11
1,200
  
15.9820
08/24/11
3,100
  
16.3595
 
 
 
 
CUSIP NO. 55608D101
 
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
08/24/11
3,117
  
16.3587
08/29/11
200
  
16.5875
08/29/11
100
  
16.4602
08/31/11
4,300
  
17.0610
08/31/11
2,300
  
16.9863
09/09/11
3,400
  
16.1922
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
 
07/11/11
4,300
  
18.0360
07/12/11
1,381
  
17.8996
07/12/11
8,319
  
17.9068
07/13/11
2,300
  
17.9710
07/13/11
4,159
  
18.0169
07/14/11
2,700
  
18.0168
07/14/11
1,800
  
17.9870
07/15/11
100
  
17.9985
07/15/11
1,489
  
17.9759
07/18/11
2,000
  
17.6722
07/19/11
4,340
  
17.8391
07/20/11
1,700
  
17.9674
07/21/11
1,560
  
18.3890
07/21/11
1,360
  
18.3828
07/22/11
1,700
  
18.3683
07/22/11
2,100
  
18.3668
07/25/11
1,800
  
18.3059
07/25/11
800
  
18.2536
07/26/11
4,300
  
18.3334
07/26/11
1,700
  
18.3149
07/27/11
6,600
  
18.0221
07/27/11
700
  
17.9527
07/28/11
400
  
17.9531
 
 
 
 
CUSIP NO. 55608D101
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
07/28/11
6,900
  
17.9353
07/29/11
13,624
  
17.7621
07/29/11
2,014
  
17.7127
08/01/11
7,800
  
17.7183
08/02/11
700
  
17.7185
08/02/11
3,339
  
17.4051
08/03/11
3,787
  
17.3117
08/03/11
8,822
  
17.1304
08/04/11
2,500
  
16.6202
08/04/11
3,101
  
16.5724
08/05/11
3,100
  
16.2770
08/05/11
11,720
  
16.2411
08/08/11
1,900
  
15.1477
08/08/11
6,400
  
15.4122
08/09/11
7,664
  
15.1569
08/09/11
3,038
  
15.1047
08/10/11
8,100
  
15.3324
08/11/11
4,100
  
15.6960
08/11/11
315
  
15.1972
08/15/11
4,300
  
16.4137
08/17/11
4,437
  
16.6915
08/17/11
3,615
  
16.6839
08/18/11
4,900
  
16.0591
08/18/11
4,600
  
16.0318
08/19/11
6,905
  
15.6908
08/19/11
14,400
  
15.5338
08/22/11
300
  
15.7741
08/22/11
2,676
  
15.7504
08/23/11
1,260
  
15.9820
08/24/11
3,073
  
16.3595
 
 
 
 
CUSIP NO. 55608D101
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
08/24/11
3,000
  
16.3588
08/29/11
300
  
16.5792
08/29/11
100
  
16.4602
08/31/11
4,500
  
17.0610
08/31/11
2,219
  
16.9864
09/09/11
3,300
  
16.1922
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
 
07/11/11
4,300
  
18.0360
07/12/11
1,400
  
17.8996
07/12/11
8,400
  
17.9068
07/13/11
2,200
  
17.9710
07/13/11
4,200
  
18.0169
07/14/11
2,700
  
18.0168
07/14/11
1,700
  
17.9871
07/15/11
100
  
17.9985
07/15/11
1,400
  
17.9761
07/18/11
2,000
  
17.6722
07/19/11
27
  
17.7585
07/19/11
4,273
  
17.8391
07/20/11
1,600
  
17.9674
07/21/11
1,500
  
18.3891
07/21/11
1,500
  
18.3828
07/22/11
1,700
  
18.3683
07/22/11
2,081
  
18.3668
07/25/11
1,800
  
18.3059
07/25/11
900
  
18.2536
07/26/11
4,205
  
18.3334
07/26/11
1,660
  
18.3149
07/27/11
6,475
  
18.0221
07/27/11
700
  
17.9527
07/28/11
400
  
17.9531
07/28/11
6,900
  
17.9353
07/29/11
13,600
  
17.7621
 
 
 
 
CUSIP NO. 55608D101
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
07/29/11
2,000
  
17.7127
08/01/11
7,800
  
17.7183
08/02/11
800
  
17.7185
08/02/11
3,300
  
17.4051
08/03/11
3,800
  
17.3117
08/03/11
8,700
  
17.1304
08/04/11
2,500
  
16.6202
08/04/11
3,000
  
16.5724
08/05/11
3,100
  
16.2770
08/05/11
11,800
  
16.2411
08/08/11
1,900
  
15.1477
08/08/11
6,400
  
15.4122
08/09/11
7,700
  
15.1568
08/09/11
3,000
  
15.1047
08/10/11
8,000
  
15.3324
08/11/11
4,200
  
15.6960
08/11/11
300
  
15.1972
08/15/11
4,200
  
16.4137
08/17/11
4,500
  
16.6915
08/17/11
3,500
  
16.6839
08/18/11
4,900
  
16.0591
08/18/11
4,700
  
16.0318
08/19/11
7,000
  
15.6908
08/19/11
14,400
  
15.5338
08/22/11
200
  
15.7741
08/22/11
2,800
  
15.7503
08/23/11
1,200
  
15.9820
 
 
 
 
CUSIP NO. 55608D101
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
08/24/11
3,100
  
16.3595
08/24/11
3,000
  
16.3588
08/29/11
200
  
16.5875
08/29/11
100
  
16.4602
08/31/11
4,300
  
17.0610
08/31/11
2,300
  
16.9863
09/09/11
3,400
  
16.1922