SEC Form 4 · accession 0001209191-15-084381
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A. Gates
Director
Period of report
Dec 8, 2015
Accepted (ET)
Dec 9, 2015 · 9:36 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 | Dec 8, 2015 | P | 5,000 | $20.37 | A | 5,000 | D | |
| common stock, $0.01 par value per shareF2,F3 | Dec 9, 2015 | P | 2,500 | $20.23 | A | 7,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF4,F3 | — | holding | — | — | — | — | — | common stock | 4,000 | 4,000 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $20.22 to $20.48. The price reported above reflects the weighted average acquisition price. Mr. Gates hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares acquired at each separate price.
- F2This transaction was executed in multiple trades at prices ranging from $20.01 to $20.47. The price reported above reflects the weighted average acquisition price. Mr. Gates hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares acquired at each separate price.
- F3In the aggregate, Mr. Gates beneficially owns 11,500 shares of common stock, consisting of the 7,500 shares of common stock shown in Table I together with 4,000 shares underlying the LTIP Units shown in Table II.
- F4Represents LTIP Units of InfraREIT Partners, LP, which are scheduled to vest on February 4, 2016. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Mr. Gates may elect to convert any vested LTIP Units on a one-for-one basis to common units of InfraREIT Partners, LP in accordance with their terms. 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 on February 4, 2016. The rights to convert vested LTIP Units into common units and to redeem common units do not have expiration dates.