Hunt Consolidated 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)
03/09/2015

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

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(1)	(1)(2)	03/09/2015		J		1,969,130(3)		(1)	(1)	Common Stock(1)	1,969,130(3)	(1)(2)	1,969,130(4)	I	By a subsidiary
Class A units(5)	(5)	03/09/2015		C			10,124,859(6)	(5)	(5)	Common Stock(1)(5)	10,124,859(6)	(5)	0	I	By a subsidiary
common units(1)	(1)(5)	03/09/2015		C		10,124,859(6)		(1)	(1)	Common Stock(1)	10,124,859(6)	(1)(5)	12,093,989(7)	I	By a subsidiary

Explanation of Responses:

1. Represents common units 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.

2. Pursuant to the terms of the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP (as amended from time to time, the "Partnership Agreement"), 2,329,283 common units were automatically issued to Hunt-InfraREIT, L.L.C. ("Hunt-InfraREIT"), which is a subsidiary of the reporting person. Hunt-InfraREIT subsequently distributed the common units to Hunt Transmission Services, L.L.C. ("HTS") and Electricity Participant Partnership, LLC ("EPP"), each of which is a subsidiary of the reporting person.

3. Excludes 360,153 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.

4. Excludes 1,527,440 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.

5. Pursuant to the Partnership Agreement, 10,166,525 Class A units of InfraREIT Partners, LP held by Hunt-InfraREIT automatically converted on a one-for-one basis to common units of InfraREIT Partners, LP. Hunt-InfraREIT subsequently distributed the common units to HTS and EPP.

6. Excludes 41,666 Class A units that, following the conversion into common units described in note 5, are held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.

7. Excludes an aggregate of 1,569,106 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.

Remarks:

Ray L. Hunt and Hunter L. Hunt, through one or more intermediaries, control Hunt Consolidated, Inc. By virtue of this relationship, they may be deemed to have or share beneficial ownership of securities beneficially held by Hunt Consolidated, Inc. Messrs. Hunt and Hunt expressly disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein.

	By: /s/ Gregory S. Imhoff as Attorney-In-Fact for Hunt Consolidated, Inc.	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).
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