X0306 4 2015-03-09 0 0001506401 InfraREIT, Inc. HIFR 0001630928 Nelson Benjamin D. 1807 ROSS AVENUE, 4TH FLOOR DALLAS TX 75201 0 1 0 0 SVP & General Counsel common stock, $0.01 par value per share 2015-03-09 4 C 0 851 A 851 D common stock, $0.01 par value per share 2015-03-09 4 C 0 418 A 1269 D Class A common stock, $0.01 par value per share 2015-03-09 4 J 0 78 D Common Stock 78 851 D Class A common stock, $0.01 par value per share 2015-03-09 4 C 0 851 D Common Stock 851 0 D Class C common stock, $0.01 par value per share 2015-03-09 4 J 0 52 D Common Stock 52 418 D Class C common stock, $0.01 par value per share 2015-03-09 4 C 0 418 D Common Stock 418 0 D common units 2015-03-09 4 J 0 34215 A Common Stock 34215 34215 I By Electricity Participant Partnership, LLC Pursuant to the amended and restated charter of InfraREIT, Inc., 851 shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc. Pursuant to the amended and restated charter of InfraREIT, Inc., 418 shares of Class C common stock of InfraREIT, Inc. ("Class C Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc. Pursuant to the amended and restated charter of InfraREIT, Inc., 78 shares of Class A Common Stock held by the reporting person were cancelled for no consideration. Pursuant to the amended and restated charter of InfraREIT, Inc., 52 shares of Class C Common Stock held by the reporting person were cancelled for no consideration. Represents common units of InfraREIT Partners, LP. Pursuant to the Third Amended and Restated Agreement of Limited Partners of InfraREIT Partners, LP, 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, beginning the day before the first year anniversary of the closing of InfraREIT, Inc.'s initial public offering. The right to redeem common units does not have an expiration date. The 34,215 common units beneficially owned by the reporting person are held by Electricity Participant Partnership, LLC ("EPP"), a subsidiary of Hunt Consolidated, Inc. ("Hunt"), and allocated to the reporting person pursuant to the provisions of EPP's limited liability company agreement. The reporting person is not the record owner of the common units, but holds all pecuniary interests in such common units, shares voting and investment control of such common units, is entitled to receive any distributions in respect of such common units, and is entitled, in some cases, to become the record owner of such common units on July 1, 2017 or on or around January 15, 2020, as applicable (or sooner, at the discretion of Hunt). EPP disclaims beneficial ownership of these securities. /s/ Gregory S. Imhoff as Attorney-In-Fact for Benjamin D. Nelson 2015-03-10