4//SEC Filing
Harper Trudy A 4
Accession 0001209191-19-030409
CIK 0001506401other
Filed
May 15, 8:00 PM ET
Accepted
May 16, 4:34 PM ET
Size
9.3 KB
Accession
0001209191-19-030409
Insider Transaction Report
Form 4
InfraREIT, Inc.HIFR
Harper Trudy A
Director
Transactions
- Disposition to Issuer
LTIP Units
2019-05-16$21.00/sh−16,901$354,921→ 0 total→ common stock (16,901 underlying) - Disposition to Issuer
common stock, $0.01 par value per share
2019-05-16$21.00/sh−7,190$150,990→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated October 18, 2018, by and among InfraREIT, Inc., a Maryland corporation ("InfraREIT"), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company ("InfraREIT Partners"), Oncor Electric Delivery Company LLC, a Delaware limited liability company ("Oncor"), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor ("Merger Sub"), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor ("Merger Partnership"), among other things, (i) InfraREIT was merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger, and (ii) immediately thereafter, Merger Partnership was merged with and into InfraREIT Partners (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with InfraREIT Partners surviving the Partnership Merger.
- [F2]In the Company Merger and the Partnership Merger, respectively, each (A) share of common stock, par value $0.01 per share, of InfraREIT issued and outstanding immediately before the effective time of the Company Merger and (B) limited partnership unit in InfraREIT Partners issued and outstanding immediately before the effective time of the Partnership Merger was converted into the right to receive $21.00 per share of common stock or partnership unit, as applicable, in cash, without interest, and subject to deduction for any required withholding tax.
- [F3]Represents LTIP Units of InfraREIT Partners. Immediately prior to the effective time of the Company Merger, each LTIP Unit was converted into an equivalent number of common units of InfraREIT Partners, which, prior to the Mergers, were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners.
Documents
Issuer
InfraREIT, Inc.
CIK 0001506401
Entity typeother
Related Parties
1- filerCIK 0001630927
Filing Metadata
- Form type
- 4
- Filed
- May 15, 8:00 PM ET
- Accepted
- May 16, 4:34 PM ET
- Size
- 9.3 KB