SEC Form 4 · accession 0001209191-15-010564
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen C Wolf
Director
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 8:39 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1 | — | Feb 4, 2015 | A | 5,632 | A | — | — | common stock | 5,632 | 5,632 | D |
| LTIP UnitsF2 | — | Feb 4, 2015 | A | 4,000 | A | — | — | common stock | 4,000 | 4,000 | D |
Explanation of responses
- F1As of the effective time (the "Effective Time") of the transactions contemplated by the Merger and Transaction Agreement, by and among InfraREIT, Inc., InfraREIT Partners LP and InfraREIT, L.L.C., InfraREIT, Inc. became the general partner of InfraREIT Partners, LP. As of the Effective Time, the reporting person held 5,632 LTIP Units of InfraREIT Partners, LP. Such LTIP Units were fully vested upon grant and do not expire. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, these 5,632 LTIP 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.
- F2In connection with the closing of the initial public offering of InfraREIT, Inc., the reporting person was granted 4,000 LTIP Units of InfraREIT Partners, LP. The LTIP Units have a one year vesting period. The reporting person may elect to convert any vested LTIP Units on a one-for-one basis into common units of InfraREIT Partners, LP in accordance with their terms on and after the time that allocations of income and gains have been made in respect of such LTIP Units so as to cause the capital account balance per such LTIP Unit to equal the capital account balance per common unit. 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 rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates.