SEC FORM 4

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 Hunter

(Last)

(First)

(Middle)

1900 NORTH AKARD STREET

(Street)

DALLAS

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, $0.01 par value per share	02/04/2015		J		1,551,878	A	⁽¹⁾	3,177,878	I	See Footnote⁽²⁾
common stock, $0.01 par value per share	02/04/2015		J		1,000	D	⁽³⁾	3,176,878	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
common units⁽⁴⁾	⁽⁴⁾⁽⁵⁾	02/04/2015		J		0⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	common stock	0⁽⁴⁾	⁽⁴⁾	0⁽⁴⁾	I	See Footnote⁽²⁾
common units⁽⁶⁾	⁽⁶⁾	02/04/2015		J		10,124,859⁽⁷⁾		⁽⁶⁾	⁽⁶⁾	common stock	10,124,859⁽⁷⁾	⁽⁶⁾	10,124,859⁽⁷⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. As of the effective time (the "Effective Time") of the transactions contemplated by the Merger and Transaction Agreement (the "Merger Agreement"), by and among InfraREIT, Inc., InfraREIT Partners, LP and InfraREIT, L.L.C., pursuant to the terms of the Merger Agreement and the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP (as amended from time to time, the "Partnership Agreement"), InfraREIT, Inc. issued 1,551,878 shares of common stock to Hunt-InfraREIT, L.L.C. ("Hunt-InfraREIT"), which is a subsidiary of Hunt Consolidated, Inc. ("Hunt"), in exchange for an equivalent number of Class A units of InfraREIT Partners, LP ("Class A Units") tendered for redemption by Hunt-InfraREIT.

2. The reported securities are owned directly by Hunt or one of its subsidiaries. The reporting person is a co-President of Hunt and controls Hunt through one or more intermediaries. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. As of the Effective Time, 1,000 shares of common stock held by Hunt Equities, Inc., which is an indirect subsidiary of Hunt, were cancelled pursuant to the terms of the Merger Agreement for no consideration.

4. Immediately prior to the Effective Time, InfraREIT Partners, LP issued 1,167,287 common units to Hunt-InfraREIT in connection with certain transactions contemplated by the Partnership Agreement, the Merger Agreement and other related agreements. All of these common units are expected to be held by one or more subsidiaries of Hunt for the benefit of current and former employees and service providers to Hunt. Pursuant to these plans, the common units will be allocated to the account of the individual members on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering. Hunt and the reporting person disclaim beneficial ownership of these securities.

5. Pursuant to the Partnership Agreement, 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. Represents Class A Units held by Hunt-InfraREIT as of the Effective Time. As of the Effective Time, InfraREIT, Inc. became the general partner of InfraREIT Partners, LP. Pursuant to the Partnership Agreement, the Class A Units will convert on a one-for-one basis to common units of InfraREIT Partners, LP on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering.

7. Excludes 41,666 Class A Units that, following the conversion into common units, are expected to be held by one or more subsidiaries of Hunt for the benefit of current and former employees and service providers to Hunt. Pursuant to these plans, the common units will be allocated to the account of the individual members on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering. Hunt and the reporting person disclaim beneficial ownership of these securities.

Remarks:

	/s/ Benjamin D. Nelson as Attorney-In-Fact for Hunter L. Hunt	02/06/2015
	** 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).
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