SEC Form 4 · accession 0001209191-16-132302
InfraREIT, Inc. · HIFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hunt Consolidated, Inc.
10% Owner
Period of report
Jul 11, 2016
Accepted (ET)
Jul 11, 2016 · 4:46 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 | Jul 11, 2016 | S$0 | 3,142,378 | — | D | 0 | 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,F1,F2 | — | Jul 11, 2016 | P | 3,142,378 | A | — | — | common stock | 3,142,378 | 15,262,028 | I |
Explanation of responses
- F1Pursuant to a swap agreement between Hunt Transmission Services, L.L.C. ("HTS"), a subsidiary of Hunt Consolidated, Inc. ("HCI"), and MC Transmission Holdings, Inc. ("MC Transmission"), a subsidiary of Marubeni Corporation, HTS exchanged 3,142,378 shares of common stock of InfraREIT, Inc. for an equal number of common units of InfraREIT Partners, LP owned by MC Transmission. Because the swap was a one-for-one exchange of shares for common units, the swap had no effect on HCI's fully-diluted ownership of InfraREIT, Inc.
- F2HCI beneficially owns 15,262,028 shares of common stock underlying the common units shown in Table II. This amount excludes 1,543,445 common units held by Electricity Participant Partnership, LLC, a subsidiary of HCI, 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.