Sec Form 4 Filing - Campbell David A @ InfraREIT, Inc. - 2016-11-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Campbell David A 2. Issuer Name and Ticker or Trading Symbol InfraREIT, Inc. [ HIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1807 ROSS AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2016 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock, $0.01 par value per share 30,000 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares common units ( 2 ) ( 2 ) 11/28/2016 J( 3 ) 91,586 ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) common stock 91,586 ( 3 ) ( 3 ) 91,586 ( 1 ) D common units ( 2 ) ( 2 ) ( 2 ) ( 2 ) common stock 102,646 102,646 ( 1 ) I By Electricity Participant Partnership, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Campbell David A 1807 ROSS AVENUE, 4TH FLOOR DALLAS, TX75201 X President & CEO Signatures /s/ Gregory S. Imhoff as Attorney-In-Fact for David A. Campbell 11/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In the aggregate, Mr. Campbell beneficially owns 224,232 shares of common stock, consisting of the 30,000 shares of common stock shown in Table I and the aggregate 194,232 shares underlying the common units shown in Table II. ( 2 )Represents common units of InfraREIT Partners, LP ("InfraREIT Partners"). Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, 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. ( 3 )Represents the receipt of a grant of common units of InfraREIT Partners by Mr. Campbell from Hunt Transmission Services, L.L.C., a subsidiary of Hunt Consolidated, Inc. ("HCI"), as incentive compensation. The common units are restricted and subject to vesting. The common units will vest one-fourth on January 31, 2018, one-fourth on January 31, 2019, one-fourth on January 31, 2020 and the balance of the common units will vest on January 31, 2021, subject to continual service by Mr. Campbell with HCI or an affiliate thereof on such dates. ( 4 )The 102,646 common units beneficially owned by Mr. Campbell are held by Electricity Participant Partnership, LLC, a subsidiary of HCI.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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