SEC Form 4 · accession 0001209191-15-025102
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hunt Consolidated, Inc.
10% Owner
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 3:27 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| common unitsF1,F3,F2,F4 | — | Mar 9, 2015 | J | 1,969,130 | A | — | — | Common Stock | 1,969,130 | 1,969,130 | I |
| Class A unitsF5,F6,F1 | — | Mar 9, 2015 | C | 10,124,859 | D | — | — | Common Stock | 10,124,859 | 0 | I |
| common unitsF1,F6,F5,F7 | — | Mar 9, 2015 | C | 10,124,859 | A | — | — | Common Stock | 10,124,859 | 12,093,989 | I |
Explanation of responses
- F1Represents common units of InfraREIT Partners, LP. 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.
- F2Pursuant to the terms of the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP (as amended from time to time, the "Partnership Agreement"), 2,329,283 common units were automatically issued to Hunt-InfraREIT, L.L.C. ("Hunt-InfraREIT"), which is a subsidiary of the reporting person. Hunt-InfraREIT subsequently distributed the common units to Hunt Transmission Services, L.L.C. ("HTS") and Electricity Participant Partnership, LLC ("EPP"), each of which is a subsidiary of the reporting person.
- F3Excludes 360,153 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.
- F4Excludes 1,527,440 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.
- F5Pursuant to the Partnership Agreement, 10,166,525 Class A units of InfraREIT Partners, LP held by Hunt-InfraREIT automatically converted on a one-for-one basis to common units of InfraREIT Partners, LP. Hunt-InfraREIT subsequently distributed the common units to HTS and EPP.
- F6Excludes 41,666 Class A units that, following the conversion into common units described in note 5, are held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.
- F7Excludes an aggregate of 1,569,106 common units held by EPP for the benefit of current and former employees and service providers to the reporting person. The reporting person disclaims beneficial ownership of these securities.
Remarks
Ray L. Hunt and Hunter L. Hunt, through one or more intermediaries, control Hunt Consolidated, Inc. By virtue of this relationship, they may be deemed to have or share beneficial ownership of securities beneficially held by Hunt Consolidated, Inc. Messrs. Hunt and Hunt expressly disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein.