SEC Form 4 · accession 0001209191-15-025106
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Kirk Baker
Director · Other
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 3:31 pm EDT
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 | Mar 9, 2015 | C | 34,021 | — | A | 34,021 | D |
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 shareF2 | — | Mar 9, 2015 | J | 3,128 | D | — | — | Common Stock | 3,128 | 34,021 | D |
| Class A common stock, $0.01 par value per shareF1 | — | Mar 9, 2015 | C | 34,021 | D | — | — | Common Stock | 34,021 | 0 | D |
| common unitsF3,F4 | — | Mar 9, 2015 | J | 256,615 | A | — | — | Common Stock | 256,615 | 256,615 | I |
Explanation of responses
- F1Pursuant to the amended and restated charter of InfraREIT, Inc., 34,021 shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc.
- F2Pursuant to the amended and restated charter of InfraREIT, Inc., 3,128 shares of Class A Common Stock held by the reporting person were cancelled for no consideration.
- F3Represents common units of InfraREIT Partners, LP. Pursuant to the Third Amended and Restated Agreement of Limited Partners 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.
- F4The 256,615 common units beneficially owned by the reporting person are held by Electricity Participant Partnership, LLC ("EPP"), a subsidiary of Hunt Consolidated, Inc. ("Hunt"), and allocated to the reporting person pursuant to the provisions of EPP's limited liability company agreement. The reporting person is not the record owner of the common units, but holds all pecuniary interests in such common units, shares voting and investment control of such common units, is entitled to receive any distributions in respect of such common units, and is entitled, in some cases, to become the record owner of such common units on July 1, 2017 (or sooner, at the discretion of Hunt). EPP disclaims beneficial ownership of these securities.