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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol InfraREIT, Inc. [ HIFR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/09/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/09/2015 | C | 851 | A | (1) | 851 | D | |||
common stock, $0.01 par value per share | 03/09/2015 | C | 418 | A | (2) | 1,269 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class A common stock, $0.01 par value per share | (3) | 03/09/2015 | J | 78 | (3) | (3) | Common Stock | 78 | (3) | 851 | D | ||||
Class A common stock, $0.01 par value per share | (1) | 03/09/2015 | C | 851 | (1) | (1) | Common Stock | 851 | (1) | 0 | D | ||||
Class C common stock, $0.01 par value per share | (4) | 03/09/2015 | J | 52 | (4) | (4) | Common Stock | 52 | (4) | 418 | D | ||||
Class C common stock, $0.01 par value per share | (2) | 03/09/2015 | C | 418 | (2) | (2) | Common Stock | 418 | (2) | 0 | D | ||||
common units | (5) | 03/09/2015 | J | 34,215 | (5) | (5) | Common Stock | 34,215 | (5) | 34,215 | I(6) | By Electricity Participant Partnership, LLC(6) |
Explanation of Responses: |
1. Pursuant to the amended and restated charter of InfraREIT, Inc., 851 shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc. |
2. Pursuant to the amended and restated charter of InfraREIT, Inc., 418 shares of Class C common stock of InfraREIT, Inc. ("Class C Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc. |
3. Pursuant to the amended and restated charter of InfraREIT, Inc., 78 shares of Class A Common Stock held by the reporting person were cancelled for no consideration. |
4. Pursuant to the amended and restated charter of InfraREIT, Inc., 52 shares of Class C Common Stock held by the reporting person were cancelled for no consideration. |
5. Represents common units of InfraREIT Partners, LP. Pursuant to the Third Amended and Restated Agreement of Limited Partners of InfraREIT Partners, LP, 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, beginning the day before the first year anniversary of the closing of InfraREIT, Inc.'s initial public offering. The right to redeem common units does not have an expiration date. |
6. The 34,215 common units beneficially owned by the reporting person are held by Electricity Participant Partnership, LLC ("EPP"), a subsidiary of Hunt Consolidated, Inc. ("Hunt"), and allocated to the reporting person pursuant to the provisions of EPP's limited liability company agreement. The reporting person is not the record owner of the common units, but holds all pecuniary interests in such common units, shares voting and investment control of such common units, is entitled to receive any distributions in respect of such common units, and is entitled, in some cases, to become the record owner of such common units on July 1, 2017 or on or around January 15, 2020, as applicable (or sooner, at the discretion of Hunt). EPP disclaims beneficial ownership of these securities. |
Remarks: |
/s/ Gregory S. Imhoff as Attorney-In-Fact for Benjamin D. Nelson | 03/10/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |