SEC Form 4 · accession 0001209191-16-124478
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hunt Consolidated, Inc.
10% Owner
Period of report
May 27, 2016
Accepted (ET)
May 31, 2016 · 6:53 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,F2 | May 27, 2016 | J | 34,500 | — | D | 3,142,378 | I | By a subsidiary |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| common unitsF3,F2 | — | holding | — | — | — | — | — | common stock | 12,119,650 | 12,119,650 | I |
Explanation of responses
- F1Represents the grant of common stock held by Hunt Transmission Services, LLC, a subsidiary of Hunt Consolidated, Inc. ("HCI"), to certain employees of HCI and its subsidiaries as incentive compensation. The stock is restricted and subject to vesting. The shares will vest one-third on January 1, 2017, one-third on January 1, 2018 and the balance of the shares will vest on January 1, 2019, subject to continual service by such employees on such dates.
- F2In the aggregate, HCI beneficially owns 15,262,028 shares of common stock, consisting of the 3,142,378 shares of common stock shown in Table I and the 12,119,650 shares underlying the common units shown in Table II, but does not include the 1,543,445 common units held by Electricity Participant Partnership, LLC for the benefit of current and former employees and service providers to HCI and its subsidiaries, as to which HCI has disclaimed beneficial ownership.
- F3Represents 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. The right to redeem common units does not have an expiration date.
Remarks
Ray L. Hunt and Hunter L. Hunt, through one or more intermediaries, control HCI. By virtue of this relationship, they may be deemed to have or share beneficial ownership of securities beneficially held by HCI. Messrs. Hunt and Hunt expressly disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein.