OpTrust Infrastructure N.A. Form 4 InfraREIT / Pension Plan Trust Fund OPSEU ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

OPTrust N.A Holding Trust

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(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)

	Form filed by One Reporting Person
X	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	03/09/2015		C		4,956,662	A	(1)	5,031,662	D(2)

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
Class A common stock, $0.01 par value per share	(3)	03/09/2015		J			625,788	(3)	(3)	Common Stock	625,788	(3)	4,956,662	D(2)
Class A common stock, $0.01 par value per share	(1)	03/09/2015		C			4,956,662	(1)	(1)	Common Stock	4,956,662	(1)	0	D(2)

1. Name and Address of Reporting Person^*

OPTrust N.A Holding Trust

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OpTrust Infrastructure N.A. Inc.

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OPSEU Pension Plan Trust Fund

(Last) (First) (Middle)

130 KING STREET W., SUITE 700

P.O. BOX 197

(Street)

TORONTO A6 M5X 1A6

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the amended and restated charter of InfraREIT, Inc., 4,956,662 shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") held by the reporting persons automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc.

2. This Form 4 is filed jointly by OpTrust N.A. Holdings Trust and the reporting persons named below. OPTrust Infrastructure N.A. Inc., a wholly owned subsidiary of OPSEU Pension Plan Trust Fund, is the beneficiary of OpTrust N.A. Holdings Trust and has investment control over the reported shares.

3. Pursuant to the amended and restated charter of InfraREIT, Inc., 625,788 shares of Class A Common Stock held by the reporting persons were cancelled for no consideration.

Remarks:

	/s/ Gregory S. Imhoff as Attorney-In-Fact for Equity Financial Trust Company, as trustee of OpTrust N.A. Holdings Trust	03/11/2015
	/s/ Gregory S. Imhoff as Attorney-In-Fact for OPTrust Infrastructure N.A. Inc	03/09/2015
	/s/ Gregory S. Imhoff as Attorney-In-Fact for OPSEU Pension Plan Trust Fund	03/09/2015
	** 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.