SEC Form 4 · accession 0001209191-15-010560
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hunter Hunt
Director · 10% Owner
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 8:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506401
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock, $0.01 par value per shareF1,F2 | Feb 4, 2015 | J | 1,551,878 | — | A | 3,177,878 | I | See Footnote |
| common stock, $0.01 par value per shareF3,F2 | Feb 4, 2015 | J | 1,000 | — | D | 3,176,878 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| common unitsF4,F2,F5 | — | Feb 4, 2015 | J | 0 | A | — | — | common stock | 0 | 0 | I |
| common unitsF6,F7,F2 | — | Feb 4, 2015 | J | 10,124,859 | A | — | — | common stock | 10,124,859 | 10,124,859 | I |
Explanation of responses
- F1As 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.
- F2The 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.
- F3As 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.
- F4Immediately 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.
- F5Pursuant 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.
- F6Represents 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.
- F7Excludes 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.