X0306 4 2016-01-04 0 0001506401 InfraREIT, Inc. HIFR 0001183371 WOLF ELLEN C 1807 ROSS AVENUE, 4TH FLOOR DALLAS TX 75201 1 0 0 0 LTIP Units 2016-01-04 4 A 0 4246 A common stock 4246 4246 D LTIP Units common stock 4000 4000 D common units common stock 5632 5632 D LTIP Units of InfraREIT Partners, LP are awarded under the InfraREIT, Inc. 2015 Equity Incentive Plan to non-employee directors who elected to receive LTIP Units in lieu of common stock. The LTIP Units are scheduled to fully vest on January 4, 2017. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Ms. Wolf may elect to convert any vested LTIP Units on a one-for-one basis to common units of InfraREIT Partners, LP in accordance with their terms. 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. The rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates. In the aggregate, Ms. Wolf beneficially owns 13,878 shares of common stock, consisting of the 5,632 shares underlying the common units shown in Table II, the 4,000 shares underlying the LTIP Units shown in Table II and the 4,246 shares underlying the LTIP Units shown in Table II. Represents LTIP Units of InfraREIT Partners, LP that are scheduled to fully vest on February 4, 2016. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Ms. Wolf may elect to convert any vested LTIP Units on a one-for-one basis to common units 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 on February 4, 2016. The rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates. Represents common units of InfraREIT Partners, LP. Pursuant to the Third 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 InfraREIT, Inc.'s common stock on a one-for-one basis, beginning February 3, 2016. The right to redeem common units does not have an expiration date. /s/ Gregory S. Imhoff, as Attorney-In-Fact for Ellen C. Wolf 2016-01-06