SEC Form 4 · accession 0001209191-16-090054
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Kirk Baker
Director · Other
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 6:06 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,F2,F3 | Jan 4, 2016 | A | 796 | $18.837 | A | 37,317 | D | |
| common stock, $0.01 par value per shareF4 | holding | — | — | — | 3,000 | I | By Knight Children's Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F3 | — | Jan 4, 2016 | A | 4,246 | A | — | — | common stock | 4,246 | 4,246 | D |
| LTIP UnitsF6,F3 | — | holding | — | — | — | — | — | common stock | 4,000 | 4,000 | D |
| common unitsF7,F3,F8 | — | holding | — | — | — | — | — | common stock | 256,615 | 256,615 | I |
Explanation of responses
- F1Represents common stock issued under the InfraREIT, Inc. 2015 Equity Incentive Plan to non-employee directors who elected to receive shares of common stock in lieu of director cash compensation fees.
- F2Represents the volume-weighted price of InfraREIT, Inc. shares of common stock on the New York Stock Exchange during the fifteen (15) consecutive trading days prior to January 1.
- F3In the aggregate, Mr. Baker beneficially owns 302,178 shares of common stock, consisting of the 37,317 shares of common stock shown in Table I, the 256,615 shares underlying the common units shown in Table II, the 4,000 shares underlying the LTIP Units shown in Table II and the 4,246 shares underlying the LTIP Units shown in Table II, but does not include the 3,000 shares held by the Knight Children's Trust as to which Mr. Baker has disclaimed beneficial ownership.
- F4Represents securities held by the Knight Grandchildren's Trust for the benefit of Mr. Baker's children and is included herein for informational purposes only. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F5LTIP Units of InfraREIT Partners, LP are awarded under the InfraREIT, Inc. 2015 Equity Incentive Plan to non-employee directors who elected to receive LTIP Units in lieu of common stock as part of their annual equity award. The LTIP Units are scheduled to fully vest on January 4, 2017. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Mr. Baker 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. The rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates.
- F6Represents LTIP Units of InfraREIT Partners, LP that are scheduled to fully vest on February 4, 2016. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Mr. Baker may elect to convert any vested LTIP Units on a one-for-one basis to 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 on February 4, 2016. The rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates.
- F7Represents common units of InfraREIT Partners, LP. Pursuant to the Third Amended and Restated Agreement of Limited Partnership 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 February 3, 2016. The right to redeem common units does not have an expiration date.
- F8The 256,615 common units beneficially owned by Mr. Baker are held by Electricity Participant Partnership, LLC ("EPP"), a subsidiary of Hunt Consolidated, Inc.