Filing Details
- Accession Number:
- 0001157523-18-002531
- Form Type:
- 13G Filing
- Publication Date:
- 2018-12-06 06:58:32
- Filed By:
- Sand Grove Capital Partners
- Company:
- Infrareit Inc. (NYSE:HIFR)
- Filing Date:
- 2018-12-06
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sand Grove Capital Management L | 1,937,950 | 7. | 1,937,950 | 9. | 1,937,950 | 4.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
(Amendment No. ________)*
InfraREIT, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
45685L100
(CUSIP Number)
04 December 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 60671Q104 | 13G | Page 2 of 5 Pages |
| | |
| 1. | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sand Grove Capital Management LLP | ||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3. | | SEC USE ONLY | ||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 1,937,950 (1) | ||
| 6. | SHARED VOTING POWER | |||
| 7. | SOLE DISPOSITIVE POWER 1,937,950 (1) | |||
| 8. | SHARED DISPOSITIVE POWER | |||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,937,950 (1) | ||
| 10. | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.4% | ||
| 12. | | TYPE OF REPORTING PERSON (see instructions) PN | ||
(1) Comprised of shares of Common Stock held by the Sand Grove Opportunities Master Fund Ltd and the Sand Grove Tactical Fund LP, of which Sand Grove Capital Management
LLP is the investment manager.
| CUSIP No. 60671Q104 | 13G | Page 3 of 5 Pages |
| |
Item 1.
| | (a) | Name of Issuer InfraREIT, Inc. |
| | ||
| | (b) | Address of Issuer’s Principal Executive Offices 1807 Ross Avenue, 4th Floor Dallas, Texas 75201 |
| |
Item 2.
| | (a) | Name of Person Filing Sand Grove Capital Management LLP |
| | ||
| | (b) | Address of the Principal Office or, if none, residence The principal business office of Sand Grove Capital Management LLP is 35 Dover Street, London, W1S 4NQ, United Kingdom. |
| | ||
| | (c) | Citizenship Sand Grove Capital Management LLP is a UK Limited Partnership. |
| | ||
| | (d) | Title of Class of Securities Common Stock, par value $0.01 per share |
| | ||
| | (e) | CUSIP Number 45685L100 |
| |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| | (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | |||
| | (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | |||
| | (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | |||
| | (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | |||
| | (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | |||
| | (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | |||
| | (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | |||
| | (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | |||
| | (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
| | |||
| | (j) | ☒ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| | |||
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:______________ |
Item 4. Ownership.
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 43,962,167 shares of Common Stock outstanding as of
December 4, 2018.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☒.
Instruction. Dissolution of a group
requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
| | (a) | | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | ||
| | |||||
| | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect. | ||
| | |||||
| | (b) | | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | ||
| | |||||
| | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect. | ||
| CUSIP No. 60671Q104 | 13G | Page 5 of 5 Pages |
| |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
| 12/06/2018 | |
| Date | |
| /s/ | |
| Signature | |
| Daniel Mclachlan, Business Analyst | |
| Name/Title |