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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X

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)
05/16/2019

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	05/16/2019		D		6,334	D	$21(1)(2)	0	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(3)	(1)(2)	05/16/2019		D			15,170,442(4)	(1)(2)	(1)(2)	common stock	15,170,442(4)	$21(1)(2)	0	I	By a subsidiary

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated October 18, 2018, by and among InfraREIT, Inc., a Maryland corporation ("InfraREIT"), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company ("InfraREIT Partners"), Oncor Electric Delivery Company LLC, a Delaware limited liability company ("Oncor"), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor ("Merger Sub"), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor ("Merger Partnership"), among other things, (i) InfraREIT was merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger, and (ii) immediately thereafter, Merger Partnership was merged with and into InfraREIT Partners (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with InfraREIT Partners surviving the Partnership Merger.

2. In the Company Merger and the Partnership Merger, respectively, each (A) share of common stock, par value $0.01 per share, of InfraREIT issued and outstanding immediately before the effective time of the Company Merger and (B) limited partnership unit in InfraREIT Partners issued and outstanding immediately before the effective time of the Partnership Merger was converted into the right to receive $21.00 per share of common stock or partnership unit, as applicable, in cash, without interest, and subject to deduction for any required withholding tax.

3. Represents common units of InfraREIT Partners. Prior to the Mergers, common units were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners.

4. Excludes 454,102 common units that, prior to the Mergers, were held by Electricity Participant Partnership, LLC, a subsidiary of HCI, as to which the reporting person has disclaimed beneficial ownership.

Remarks:

	/s/ Gregory S. Imhoff as Attorney-In-Fact for Hunt Consolidated, Inc.	05/16/2019
	** 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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