SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

InfraREIT, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

45685L 100

(CUSIP Number)

February 4, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45685L 100

1	NAMES OF REPORTING PERSONS Marubeni Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨ N/A
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 4,621,774
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 4,621,774
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,621,774 shares of Common Stock*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4%
12	TYPE OF REPORTING PERSON CO – Corporation

* Consists of an aggregate of (i) 1,295,900 shares of common stock, $0.01 par value per share, of InfraREIT, Inc. (“Common Stock”) and (ii) 3,325,874 common units representing limited partnership interests (“common units”) in InfraREIT Partners, LP, a Delaware limited partnership, owned by MC

Transmission Holdings, Inc., which is a wholly-owned subsidiary of the reporting person. Pursuant to the Second 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 Common Stock on a one-for-one basis, beginning on or after the date that is the six-month anniversary of the closing of InfraREIT, Inc.’s initial public offering.

Item 1.
(a)	Name of Issuer
	InfraREIT, Inc.
(b)	Address of Issuer’s Principal Executive Offices
	1807 Ross Avenue, 4th Floor, Dallas, Texas 75201
Item 2.
(a)	Name of Persons Filing
	Marubeni Corporation
(b)	Address of Principal Business Office or, if none, Residence
	4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, 100-8088
(c)	Citizenship
	Marubeni Corporation (the “Reporting Person”) is organized and exists under the laws of Japan
(d)	Title of Class of Securities
	common stock, $0.01 par value per share (“Common Stock”)
(e)	CUSIP Number
	45685L 100
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	[    ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[    ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[    ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[    ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[    ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[     ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	[    ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[    ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[    ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[    ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	[    ] Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.		Ownership
	Set forth below is information regarding the aggregate number and percentage of shares of Common Stock of the Issuer that are beneficially owned by the Reporting Person as of the date hereof, assuming that the 3,325,874 common units representing limited partnership interests (“common units”) in InfraREIT Partners, LP, a Delaware limited partnership, owned by MC Transmission Holdings, Inc., which is a wholly-owned subsidiary of the Reporting Person (“MC Transmission”), have been exchanged, on a one-for-one basis, for shares of Common Stock, but that no units of InfraREIT Partners, LP beneficially owned by other persons have been exchanged for shares of Common Stock. All percentages reported in this statement on Schedule 13G have been calculated based on an aggregate of 49,220,652 shares of Common Stock issued and outstanding as of February 4, 2015, comprised of (i) 45,894,778 shares of Common Stock (including shares of Class A Common Stock and shares of Class C Common Stock of the Issuer that will automatically convert, on a one-for-one basis, into shares of Common Stock on March 9, 2015), which amount was provided by the Issuer and (ii) 3,325,874 common units owned by MC Transmission, assuming such common units have been exchanged, on a one-for-one basis, for shares of Common Stock.
	(a)	Amount beneficially owned: 4,621,774 shares
	(b)	Percent of class: 9.4%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:	4,621,774
		(ii)	Shared power to vote or to direct the vote:	0
		(iii)	Sole power to dispose or to direct the disposition of:	4,621,774
		(iv)	Shared power to dispose or to direct the disposition of:	0
Item 5.		Ownership of Five Percent or Less of a Class
		Not applicable

5

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	See Item 4 above
Item 8.	Identification and Classification of Members of the Group
	Not applicable
Item 9.	Notice of Dissolution of Group
	Not applicable
Item 10.	Certification
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2015	Marubeni Corporation
	By:	/s/ Benjamin D. Nelson
	Name:	Benjamin D. Nelson
	Title:	Attorney-In-Fact

EXHIBIT INDEX

Exhibit 99.1:   Power of Attorney.

EX-99.1

Exhibit 99.1

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of Benjamin D. Nelson and Gregory S. Imhoff, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of InfraREIT, Inc. (the “Company”), Form ID - Uniform Application for Access Codes to file on Edgar, Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder and any and all instruments, statements, forms, filings and other documents required by Section 13(d) of the Exchange Act and the rules thereunder, including, but not limited to, Schedules 13D and 13G (a “Form”);

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the earlier of the end of December 2015 or the time when the undersigned is no longer required to file any Forms pursuant to Sections 13(d) and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned’s holdings of and transactions in securities relating to the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February, 2015.

/s/ Takashi Fujinaga

Takashi Fujinaga

Marubeni Corporation

General Manager