SEC Form 4 · accession 0001209191-15-010562
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin D. Nelson
Officer — SVP & General Counsel
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 8:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506401
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A common stock, $0.01 par value per shareF1 | — | Feb 4, 2015 | A | 929 | A | — | — | common stock | 929 | 929 | D |
| Class C common stock, $0.01 par value per shareF2 | — | Feb 4, 2015 | A | 470 | A | — | — | common stock | 470 | 470 | D |
Explanation of responses
- F1As of the effective time ("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, each common share of InfraREIT, L.L.C. held by the reporting person was converted into the right to receive one share of Class A common stock of InfraREIT, Inc. ("Class A Common Stock"). Pursuant to the amended and restated charter of InfraREIT, Inc., on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering, a number of the shares of Class A Common Stock held by the reporting person may be cancelled if it is determined that Hunt-InfraREIT, L.L.C. is owed additional carry pursuant to the terms of the partnership agreement of InfraREIT Partners, LP. Following any such cancellation, each remaining share of Class A Common Stock will convert into one share of common stock of InfraREIT, Inc.
- F2As of the Effective Time, pursuant to the terms of the Merger Agreement, each Class C common share of InfraREIT, L.L.C. held by the reporting person was converted into the right to receive one share of Class C common stock of InfraREIT, Inc. ("Class C Common Stock"). Pursuant to the amended and restated charter of InfraREIT, Inc., on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering, a number of the shares of Class C Common Stock held by the reporting person may be cancelled if it is determined that Hunt-InfraREIT, L.L.C. is owed additional carry pursuant to the terms of the partnership agreement of InfraREIT Partners, LP. Following any such cancellation, each remaining share of Class C Common Stock will convert into one share of common stock of InfraREIT, Inc.