X0306 4 2016-01-04 0 0001506401 InfraREIT, Inc. HIFR 0001631929 Gates John A. 1807 ROSS AVENUE, 4TH FLOOR DALLAS TX 75201 1 0 0 0 common stock, $0.01 par value per share 2016-01-04 4 A 0 1114 18.837 A 8614 D LTIP Units 2016-01-04 4 A 0 4246 A common stock 4246 4246 D LTIP Units common stock 4000 4000 D 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 January 1. In the aggregate, Mr. Gates beneficially owns 16,860 shares of common stock, consisting of the 8,614 shares of common stock shown in Table I, the 4,246 shares underlying the LTIP Units shown in Table II, and the 4,000 shares underlying the LTIP Units shown in Table II. 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, Mr. Gates 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 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, Mr. Gates 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. /s/ Gregory S. Imhoff, as Attorney-In-Fact for Mr. John A. Gates 2016-01-06