UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

InfraREIT, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
45685L 100
(CUSIP Number)
December 7, 2016
(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)
 
*	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 the disclosures provided in a prior cover page.	
The information required in 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. 45685L 100	 		

  1 	 	NAMES OF REPORTING PERSONS
 
Marubeni Corporation	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  ☐        (b)  ☐
 
N/A	
  3	 	SEC USE ONLY
 	
  4	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Japan	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:	  	5  	  	SOLE VOTING POWER
 
0	
	  	6	  	SHARED VOTING POWER
 
0	
	  	7	  	SOLE DISPOSITIVE POWER
 
0	
	  	8	  	SHARED DISPOSITIVE POWER
 
0	
  9	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	
10	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)         ☐
 	
11	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%	
12	 	TYPE OF REPORTING PERSON
 
CO – Corporation	

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 Persons Filing	
Marubeni Corporation
 
 	(b)	Address of Principal Business Office or, if none, Residence	
Tokyo Nihombashi Tower, 7-1, Nihonbashi 2-chome, Chuo-ku, Tokyo, 103-6060
 
 	(c)	Citizenship	
Marubeni Corporation (the “ Reporting Person ”) is organized and exists under the laws of Japan
 
 	(d)	Title of Class of Securities	
common stock, $0.01 par value per share (“ Common Stock ”)
 
 	(e)	CUSIP Number	
45685L 100
 
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 association 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)	[    ] 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	
 
 	(a)	Amount beneficially owned: 0 shares	
 
 	(b)	Percent of class : 0%	
 
 	(c)	Number of shares as to which the person has:	
 
 	(i)	Sole power to vote or to direct the vote: 0	
 
 	(ii)	Shared power to vote or to direct the vote: 0	
 
 	(iii)	Sole power to dispose or to direct the disposition of: 0	
 
 	(iv)	Shared power to dispose or to direct the disposition of: 0	
 
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 5 percent of the class of securities, check the following [X].
As of the date hereof, the Reporting Person (including through its wholly-owned subsidiary MC Transmission Holdings, Inc.) does not beneficially own any shares of Common Stock or any common units representing limited partnership interests in InfraREIT Partners, LP, a Delaware limited partnership.
 
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 or Control Person	
Not applicable
 
4

Item 8.	Identification and Classification of Members of the Group	
Not applicable
 
Item 9.	Notice of Dissolution of Group	
Not applicable
 
Item 10.	Certification	
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, other than activities solely in connection with a nomination under § 240.14a-11.
 
5

SIGNATURE
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.

Dated: December 7, 2016	 		 	MARUBENI CORPORATION	
				
	 		 	By:	 	/s/ Hiromichi Mizuno	
	 		 	Name:	 	Hiromichi Mizuno	
	 		 	Title:	 	Attorney-In-Fact	

EXHIBIT INDEX
Exhibit 99.1: Power of Attorney.

Exhibit 99.1
POWER OF ATTORNEY
TO WHOM IT MAY CONCERN:
KNOW ALL MEN BY THESE PRESENTS, that Marubeni Corporation, a company duly organized and existing under and by virtue of the laws of Japan, having its registered office at 4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called the “Company”),
DOES HEREBY constitute, designate and appoint:
Hiromichi Mizuno,
General Manager of Overseas Power Project Dept. – III,
Power Projects Division, Power Projects & Plant Group, the Company
and
Toshihiro Fukumura,
Deputy General Manager of Overseas Power Project Dept. – III,
Power Projects Division, Power Projects & Plant Group, the Company
and
Joichi Shimoichi,
General Manager of Power Investment Team I,
Overseas Power Project Dept. -III, Power Projects Division,
Power Projects & Plant Group, the Company
jointly and each of them severally, as the Company’s true and lawful attorneys-in-fact, in the Company’s name, place and stead, with full powers of substitution and revocation, concerning:
MC Transmission Holdings, Inc.
to do any and all acts and deeds as the said attorneys-in-fact may deem requisite, necessary or proper to be done in connection therewith, all in the name and on behalf of the Company, hereby ratifying and confirming all that the said attorneys-in-fact shall do pursuant to the power hereunder granted.
This Power of Attorney has been drawn up in the city of Tokyo, Japan on this 18 day of April, 2016 and shall remain in full force and effect until further notice.

Marubeni Corporation	
		
By:	 	/s/ Shigeru Yamazoe	
Shigeru Yamazoe
Senior Executive Vice President,
Member of the Board