| 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) 05/16/2019 | ||||||||||||||||||||||||||
| 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 | 05/16/2019 | D | 16,053 | D | $21(1)(2) | 0 | 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 | ||||||||
| LTIP Units(3) | (3) | 04/01/2019 | G | 16,901 | (3) | (3) | common stock | 16,901 | $0.00 | 0 | D | ||||
| 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 LTIP Units of InfraREIT Partners. Prior to the Mergers, LTIP Units were convertible on a one-for-one basis into common units of InfraREIT Partners in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners. Common units, prior to the Mergers, were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis. |
| Remarks: |
| /s/ Gregory S. Imhoff as Attorney-In-Fact for John A. Gates | 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). | ||
| 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. | ||
