Sec Form 4 Filing - WOLF ELLEN C @ InfraREIT, Inc. - 2019-05-16

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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
WOLF ELLEN C
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1900 NORTH AKARD STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2019
(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 05/16/2019 D 3,779 D $ 21 ( 1 ) ( 2 ) 0 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
LTIP Units ( 3 ) ( 3 ) 05/16/2019 D 16,901 ( 3 ) ( 3 ) common stock 16,901 $ 21 ( 1 ) ( 2 ) 0 I By trust ( 4 )
common units ( 5 ) ( 1 ) ( 2 ) 05/16/2019 D 5,632 ( 1 )( 2 ) ( 1 )( 2 ) common stock 5,632 $ 21 ( 1 ) ( 2 ) 0 I By trust ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WOLF ELLEN C
1900 NORTH AKARD STREET
DALLAS, TX75201
X
Signatures
/s/ Gregory S. Imhoff as Attorney-In-Fact for Ellen C. Wolf 05/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated October 18, 2018, by and among InfraREIT, Inc., a Maryland corporation ("InfraREIT"), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company ("InfraREIT Partners"), Oncor Electric Delivery Company LLC, a Delaware limited liability company ("Oncor"), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor ("Merger Sub"), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor ("Merger Partnership"), among other things, (i) InfraREIT was merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger, and (ii) immediately thereafter, Merger Partnership was merged with and into InfraREIT Partners (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with InfraREIT Partners surviving the Partnership Merger.
( 2 )In the Company Merger and the Partnership Merger, respectively, each (A) share of common stock, par value $0.01 per share, of InfraREIT issued and outstanding immediately before the effective time of the Company Merger and (B) limited partnership unit in InfraREIT Partners issued and outstanding immediately before the effective time of the Partnership Merger was converted into the right to receive $21.00 per share of common stock or partnership unit, as applicable, in cash, without interest, and subject to deduction for any required withholding tax.
( 3 )Represents LTIP Units of InfraREIT Partners. Immediately prior to the effective time of the Company Merger, each LTIP Unit was converted into an equivalent number of common units of InfraREIT Partners, which, prior to the Mergers, were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners.
( 4 )These partnership units were previously owned directly by Ms. Wolf, but were subsequently contributed to a charitable remainder trust, of which Ms. Wolf is the trustee, effective as of January 1, 2019.
( 5 )Represents common units of InfraREIT Partners. Prior to the Mergers, common units were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners.

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