InfraREIT (HIFR) Form 4 Change in insider ownership

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^*

Hunt Consolidated, Inc.

(Last) (First) (Middle)

1900 NORTH AKARD STREET

(Street)

DALLAS TX 75201

(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)
11/28/2016

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)
			Code	V	Amount	(A) or (D)	Price
common stock, $0.01 par value per share								5,500(1)	I	By a subsidiary

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
common units(2)	(2)	11/28/2016		J(3)			91,586(3)	(2)(3)	(2)(3)	common stock	91,586(3)	(3)	15,170,442(1)	I	By a subsidiary

Explanation of Responses:

1. In the aggregate, Hunt Consolidated, Inc. ("HCI") beneficially owns 15,175,942 shares of common stock consisting of the 5,500 shares reported in Table I and the 15,170,442 shares of common stock underlying the common units shown in Table II. This amount excludes 1,534,238 common units held by Electricity Participant Partnership, LLC, a subsidiary of HCI, as to which HCI has disclaimed beneficial ownership.

2. Represents common units of InfraREIT Partners, LP ("InfraREIT Partners"). Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, common units are redeemable for cash or, at InfraREIT, Inc.'s election, shares of InfraREIT, Inc.'s common stock on a one-for-one basis. The right to redeem common units does not have an expiration date.

3. Represents the grant of common units of InfraREIT Partners by Hunt Transmission Services, L.L.C., a subsidiary of HCI, to David A. Campbell as incentive compensation. The common units are restricted and subject to vesting. The common units will vest one-fourth on January 31, 2018, one-fourth on January 31, 2019, one-fourth on January 31, 2020 and the balance of common units will vest on January 31, 2021, subject to continual service by Mr. Campbell with HCI or an affiliate thereof on such dates.

Remarks:

	/s/ Gregory S. Imhoff as Attorney-In-Fact for Hunt Consolidated, Inc.	11/29/2016
	** 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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