X0306 4 2015-02-04 0 0001506401 InfraREIT, Inc. HIFR 0001632823 OPTrust N.A Holding Trust 130 KING STREET W., SUITE 700 P.O. BOX 197 TORONTO A6 M5X 1A6 ONTARIO, CANADA 0 0 1 0 0001632724 OpTrust Infrastructure N.A. Inc. 130 KING STREET W., SUITE 700 P.O. BOX 197 TORONTO A6 M5X 1A6 ONTARIO, CANADA 0 0 1 0 0001632810 OPSEU Pension Plan Trust Fund 130 KING STREET W., SUITE 700 P.O. BOX 197 TORONTO A6 M5X 1A6 ONTARIO, CANADA 0 0 1 0 Class A common stock, $0.01 par value per share 2015-02-04 4 A 0 5582450 A common stock 5582450 5582450 D See explanation under the Remarks section below. This Form 4 is filed jointly by the reporting persons named above. OPTrust Infrastructure N.A. Inc., a wholly owned subsidiary of OPSEU Pension Plan Trust Fund, is the beneficiary of OpTrust N.A. Holdings Trust and has investment control over the reported shares. (1) As of the effective time of the transactions contemplated by the Merger and Transaction Agreement (the "Merger Agreement"), by and among InfraREIT, Inc., InfraREIT Partners, LP and InfraREIT, L.L.C., pursuant to the terms of the Merger Agreement, 5,582,450 common shares of InfraREIT, L.L.C. held by the reporting persons were converted into the right to receive shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") on a one-for-one basis. Pursuant to the amended and restated charter of InfraREIT, Inc., on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering, a number of the shares of Class A Common Stock held by the reporting persons may be cancelled if it is determined that Hunt-InfraREIT, L.L.C. is owed additional carry pursuant to the terms of the partnership agreement of InfraREIT Partners, LP. Following any such cancellation, each remaining share of Class A Common Stock will convert into one share of common stock of InfraREIT, Inc. /s/ Benjamin D. Nelson as Attorney-In-Fact for OpTrust N.A. Holdings Trust 2015-02-06 /s/ Benjamin D. Nelson as Attorney-In-Fact for OPTrust Infrastructure N.A. Inc. 2015-02-04 /s/ Benjamin D. Nelson as Attorney-In-Fact for OPSEU Pension Plan Trust Fund 2015-02-04