InfraREIT (HIFR) Form 4 InfraREIT / Pension Plan Trust Fund OPSEU ownership change

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^*

OPTrust N.A Holding Trust

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X1A6

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
InfraREIT, Inc. [ HIFR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2015

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A, Common Stock, $0.01 par value per share	10/19/2015		S		30,000(1)	D	$24.69(2)	5,001,662	D
Class A, Common Stock, $0.01 par value per share	10/20/2015		S		33,885(1)	D	$24.52(2)	4,967,777	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

OPTrust N.A Holding Trust

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X1A6

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OpTrust Infrastructure N.A. Inc.

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OPSEU Pension Plan Trust Fund

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(City) (State) (Zip)

Explanation of Responses:

1. Table I, Item 4 - Represents sales by the reporting person on the open market per Rule 10b-5-1.

2. The reported price in Column 4 is an average sale price.

Remarks:

	/s/ John Walsh, OpTrust N.A. Holdings Trust by Optrust Infrastructure N.A. Inc. as its administrative agent	10/21/2015
	/s/ John Walsh, OpTrust Infrastructure N.A. Inc	10/21/2015
	/s/ John Walsh, OPSEU Pension Plan Trust Fund	10/21/2015
	** 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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