Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hunt Hunter
  2. Issuer Name and Ticker or Trading Symbol
InfraREIT, Inc. [HIFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1900 NORTH AKARD STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2015
(Street)

DALLAS, TX 75201
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
common units (1) (1) (2) 03/09/2015   J   1,969,130 (3)     (1)   (1) Common Stock (1) 1,969,130 (3) (1) (2) 1,969,130 (4) I See Footnote (5)
Class A units (6) (6) 03/09/2015   C     10,124,859 (7)   (6)   (6) Common Stock (1) (5) 10,124,859 (7) (6) 0 I See Footnote (5)
common units (1) (1) (6) 03/09/2015   C   10,124,859 (7)     (1)   (1) Common Stock (1) 10,124,859 (7) (1) (6) 12,093,989 (8) I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hunt Hunter
1900 NORTH AKARD STREET
DALLAS, TX 75201
  X   X    

Signatures

 /s/ Gregory S. Imhoff as Attorney-In-Fact for Hunter L. Hunt   03/10/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents 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, 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.
(2) Pursuant to the terms of the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP (as amended from time to time, the "Partnership Agreement"), 2,329,283 common units were automatically issued to Hunt-InfraREIT, L.L.C. ("Hunt-InfraREIT"), which is a subsidiary of Hunt Consolidated, Inc. ("Hunt"). Hunt-InfraREIT subsequently distributed the common units to Hunt Transmission Services, L.L.C. ("HTS") and Electricity Participant Partnership, LLC ("EPP"), each of which is a subsidiary of Hunt.
(3) Excludes 360,153 common units held by EPP for the benefit of current and former employees and service providers to Hunt. The reporting person disclaims beneficial ownership of these securities.
(4) Excludes 1,527,440 common units held by EPP for the benefit of current and former employees and service providers to Hunt. The reporting person disclaims beneficial ownership of these securities.
(5) The reported securities are owned directly by Hunt or one of its subsidiaries. The reporting person is a co-President of Hunt and controls Hunt through one or more intermediaries. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(6) Pursuant to the Partnership Agreement, 10,166,525 Class A units of InfraREIT Partners, LP held by Hunt-InfraREIT automatically converted on a one-for-one basis to common units of InfraREIT Partners, LP. Hunt-InfraREIT subsequently distributed the common units to HTS and EPP.
(7) Excludes 41,666 Class A units that, following the conversion into common units described in note 6, are held by EPP for the benefit of current and former employees and service providers to Hunt. The reporting person disclaims beneficial ownership of these securities.
(8) Excludes an aggregate of 1,569,106 common units held by EPP for the benefit of current and former employees and service providers to Hunt. The reporting person disclaims beneficial ownership of these securities.

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