8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 8, 2017

CorEnergy Infrastructure Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-33292	20-3431375
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 Walnut, Ste. 3350, Kansas City, MO	64106
(Address of Principal Executive Offices)	(Zip Code)

(816) 875-3705

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On May 9, 2017, CorEnergy Infrastructure Trust, Inc. (the “Company”) issued a press release announcing that the underwriters have purchased an additional 150,000 depositary shares, representing 1/100^th of a share of the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock, pursuant to an exercise of their over-allotment option.  The public offering price will be $25.00 per depositary share, less the underwriting discount. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS.

99.1 Press Release dated May 9, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORENERGY INFRASTRUCTURE TRUST, INC.
Dated:  May 9, 2017		By:	/s/ David J. Schulte
			David J. Schulte
			President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 9, 2017

EX-99.1

Exhibit 99.1

CorEnergy Announces Partial Exercise of Over-Allotment Option for 7.375% Series A Cumulative Redeemable Preferred Stock

KANSAS CITY, Mo.—May 9, 2017 – CorEnergy Infrastructure Trust, Inc. (the “Company”) today announced that the underwriters have purchased an additional 150,000 depositary shares, each representing 1/100^th of a share of 7.375% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred”), pursuant to a partial exercise of their over-allotment option granted in connection with the Company’s previously announced public follow-on offering of 2.8 million depositary shares of the Series A Preferred, which closed April 18, 2017. The public offering price will be $25.00 per depositary share, less the underwriting discount, and the closing of the over-allotment option exercise is expected to occur on May 10, 2017, subject to customary closing conditions.

Wells Fargo Securities and Stifel acted as joint book running managers for the offering.

The shares of preferred stock were offered pursuant to an effective shelf registration statement that the Company previously filed with the U.S. Securities and Exchange Commission.

Electronic copies of the final prospectus supplement and accompanying base prospectus are available from the SEC website at www.sec.gov.

Hard copies of the final prospectus supplement and base prospectus related to the offering can be obtained from:

Wells Fargo Securities, LLC

Attention: WFS Customer Service

608 2^nd Avenue

South Minneapolis, MN 55402

Toll-free: 800-645-3751

Email: wfscustomerservice@wellsfargo.com

Or

Stifel, Nicolaus & Company, Inc.

Attention: Syndicate Department

1 South Street, 15^th Floor

1100 Walnut, Suite 3350, Kansas City, MO 64106 | Main: 816-875-3705 | Fax: 816-875-5875 | corridortrust.com

Baltimore, MD 21202

Toll-free: 855-300-7136

Email: syndprospectus@stifel.com

About CorEnergy Infrastructure Trust, Inc.

CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA), is a real estate investment trust (REIT) that owns essential energy assets, such as pipelines, storage terminals, and transmission and distribution assets. We seek long-term contracted revenue from operators of our assets, primarily under triple net participating leases. For more information, please visit corenergy.reit.

Safe Harbor Statement

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

Forward-Looking Statements

This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in CorEnergy's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any distribution paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy's Board of Directors and compliance with leverage covenants.

Contact Information:

CorEnergy Infrastructure Trust, Inc.

Investor Relations

Lesley Schorgl, 877-699-CORR (2677)

info@corenergy.reit