SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BIRZER H KEVIN

(Last)

(First)

(Middle)

11550 ASH STREET

SUITE 300

(Street)

LEAWOOD

66211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TORTOISE ENERGY INFRASTRUCTURE CORP [ TYG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/23/2014		J⁽¹⁾		14,466	A	⁽¹⁾	61,816.819⁽²⁾	D
Common Shares	06/23/2014		J⁽³⁾		4,391	A	⁽³⁾	66,207.819	D
Common Shares	06/23/2014		J⁽⁴⁾		675	A	⁽⁴⁾	2,506.63⁽⁵⁾	I	By spouse as custodian of children's accounts
Common Shares	06/23/2014		J⁽⁶⁾		580	A	⁽⁶⁾	3,086.63	I	By spouse as custodian of children's accounts
Common Shares	08/15/2014		S		1.63⁽⁷⁾	D	$47.74	3,085	I	By spouse as custodian of children's accounts
Common Shares	08/18/2014		S		0.736	D	$48.18	66,207.083	D
Common Shares	10/30/2014		P		100	A	$46.29	66,518.046⁽⁸⁾	D
Common Shares								2,468⁽⁹⁾	I	By spouse as custodian of children's accounts

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Received in exchange for 19,303.44 common shares of Tortoise Energy Capital Corporation ("TYY") plus cash in lieu of fractional shares of TYG in connection with merger of TYY into Tortoise Energy Infrastructure Corporation ("TYG") which was effective on June 23, 2014. The exchange rate was based on each company's relative net asset value ("NAV") per share as of June 20, 2014, the business day immediately preceding the closing of the merger, which was $50.95 for TYG and $38.19 for TYY. On June 20, 2014, the closing price of TYY common shares was $36.22 and the closing price of TYG common shares was $48.46.

2. Includes 13,066.485 shares acquired under the TYG dividend reinvestment plan.

3. Received in exchange for 6,717.606 common shares of Tortoise North American Energy Corporation ("TYN") plus cash in lieu of fractional shares of TYG in connection with merger of TYN into TYG which was effective on June 23, 2014. The exchange rate was based on each company's relative NAV per share as of June 20, 2014, the business day immediately preceding the closing of the merger, which was $50.95 for TYG and $33.32 for TYN. On June 20, 2014, the closing price of TYN common shares was $31.54 and the closing price of TYG common shares was $48.46.

4. Received in exchange for 901.28 common shares of TYY plus cash in lieu of fractional shares of TYG in connection with merger of TYY into TYG which was effective on June 23, 2014. The exchange rate was based on each company's relative net asset value ("NAV") per share as of June 20, 2014, the business day immediately preceding the closing of the merger, which was $50.95 for TYG and $38.19 for TYY. On June 20, 2014, the closing price of TYY common shares was $36.22 and the closing price of TYG common shares was $48.46.

5. Includes 678.649 shares acquired under the TYG dividend reinvestment plan, and excludes 310.287 shares held by adult child no longer living at home and in which the reporting person no longer has a reportable beneficial interest but which have been included in the reporting person's prior ownership information.

6. Received in exchange for 888.115 common shares of TYN plus cash in lieu of fractional shares of TYG in connection with merger of TYN into TYG which was effective on June 23, 2014. The exchange rate was based on each company's relative NAV per share as of June 20, 2014, the business day immediately preceding the closing of the merger, which was $50.95 for TYG and $33.32 for TYN. On June 20, 2014, the closing price of TYN common shares was $31.54 and the closing price of TYG common shares was $48.46.

7. Consists of fractional share sales from accounts in connection with account transfers.

8. Includes 210.963 shares acquired under the TYG dividend reinvestment plan.

9. Indirect shares noted above held by spouse as custodian of children's accounts, but excluding 617 shares held by adult child no longer living at home and in which the reporting person no longer has a reportable beneficial interest but which have been included in the reporting person's prior ownership information.

Remarks:

	H. Kevin Birzer	10/31/2014
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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