X0306 4 2016-04-01 0 0001506401 InfraREIT, Inc. HIFR 0001630818 Baker W Kirk 1807 ROSS AVENUE, 4TH FLOOR DALLAS TX 75201 1 0 0 1 Chairman of the Board common stock, $0.01 par value per share 2016-04-01 4 A 0 924 16.2318 A 38241 D common stock, $0.01 par value per share 3000 I By Knight Children's Trust LTIP Units common stock 8246 8246 D common units common stock 256615 256615 I By Electricity Participant Partnership, LLC (7) Represents common stock issued under the InfraREIT, Inc. 2015 Equity Incentive Plan to non-employee directors who elected to receive shares of common stock in lieu of director cash compensation fees. Represents the volume-weighted price of InfraREIT, Inc. shares of common stock on the New York Stock Exchange during the fifteen (15) consecutive trading days prior to April 1. In the aggregate, Mr. Baker beneficially owns 303,102 shares of common stock, consisting of the 38,241 shares of common stock shown in Table I, the 256,615 shares underlying the common units shown in Table II and the 8,246 shares underlying the LTIP Units shown in Table II, but does not include the 3,000 shares held by the Knight Children's Trust as to which Mr. Baker has disclaimed beneficial ownership. Represents securities held by the Knight Grandchildren's Trust for the benefit of the reporting person's children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Represents 8,246 LTIP Units of InfraREIT Partners, LP, 4,000 of which are fully vested and 4,246 of which are scheduled to fully vest on January 4, 2017. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Mr. Baker 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. 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. The right to redeem common units does not have an expiration date. The 256,615 common units beneficially owned by Mr. Baker are held by Electricity Participant Partnership, LLC, a subsidiary of Hunt Consolidated, Inc. /s/ Gregory S. Imhoff, as Attorney-In-Fact for W. Kirk Baker 2016-04-05