MANULIFE FINANCIAL CORP

SC 13G/A 1 infrareit_sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)*

| InfraREIT
Inc |
| --- |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 45685L100 |
| (CUSIP Number) |
| December 31,
2015 |
| (Date of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
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).

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CUSIP No. 45685L100

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| 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 | |
| | None, except through its indirect, wholly-owned subsidiaries, John
Hancock Life Insurance Company (U.S.A.) | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | See line 9 above. | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | HC | |
| SEE
INSTRUCTIONS | | |

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CUSIP No. 45685L100

| 1 | NAME OF REPORTING
PERSON John Hancock Life
Insurance Company (U.S.A.) | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Michigan | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | 4,276,235 |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | 4,276,235 |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 4,276,235 | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | 9.82% | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | IC | |
| SEE
INSTRUCTIONS | | |

Page 3 of 7

| Item
1(a) | Name
of Issuer : | | |
| --- | --- | --- | --- |
| | InfraREIT Inc | | |
| Item 1(b) | Address of Issuer's
Principal Executive Offices : | | |
| | 1807 Ross Avenue
4 th floor Dallas, Texas 75201 | | |
| Item 2(a) | Name of Person
Filing : | | |
| | This filing is made on
behalf of Manulife Financial Corporation ("MFC") and MFCs indirect,
wholly-owned subsidiary John Hancock Life Insurance Company (U.S.A.). | | |
| Item 2(b) | Address of Principal
Business Office : | | |
| | The principal business
offices of MFC is located at 200 Bloor Street East, Toronto, Ontario,
Canada, M4W 1E5. The
principal business office of John Hancock Life Insurance Company (U.S.A.)
is located at 197 Clarendon Street, Boston, Massachusetts 02116. | | |
| Item 2(c) | Citizenship : | | |
| | MFC is organized and
exist under the laws of Canada. John Hancock Life Insurance Company (U.S.A.) is organized and
exists under the laws of the State of Michigan. | | |
| Item 2(d) | Title of Class of
Securities : | | |
| | Common Stock | | |
| Item 2(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 : | | |
| | MFC: | (g)
(X) | a parent holding company
or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| | John Hancock Life
Insurance Company (U.S.A.) | (c) (X) | an insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| Item 4 | Ownership : | | |
| | (a) Amount Beneficially Owned : John Hancock Life Insurance Company
(U.S.A.) has beneficial ownership of 4,276,235 shares of Common Stock.
Through its parent-subsidiary relationship to John Hancock Life Insurance
Company (U.S.A.), MFC may be deemed to have beneficial ownership of these
same shares. | | |
| | (b) Percent of Class : Of the 43,565,495 shares outstanding as of
November 4, 2015 according to the Form 10-Q filed by the issuer with the
Securities and Exchange Commission on November 6, 2015, John Hancock Life
Insurance Company (U.S.A) held 9.82%. | | |
| | (c) Number of shares as to which the person
has : | | |
| | (i) | sole
power to vote or to direct the vote: John Hancock Life Insurance
Company (U.S.A.)has sole power to vote or to direct the voting of the
shares of Common Stock beneficially owned by each of them. | |
| | (ii) | shared
power to vote or to direct the vote:
-0- | |

Page 4 of 7

| | (iii) | sole power to dispose or
to direct the disposition of: |
| --- | --- | --- |
| | | John
Hancock Life Insurance Company (U.S.A.) has sole power to dispose or to
direct the disposition of the shares of Common Stock beneficially owned by
each of them. |
| | (iv) | shared power to dispose
or to direct the disposition of: -0- |
| Item
5 | Ownership
of Five Percent or Less of a Class : | |
| | Not applicable. | |
| 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: | |
| | See Items 3 and 4 above. | |
| 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 the
undersigned certifies that, to the best of its 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. | |

Page 5 of 7

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| | Manulife Financial
Corporation — By: | /s/ Graham A. Miller |
| --- | --- | --- |
| | Name: | Graham A. Miller |
| Dated: February 8,
2016 | Title: | Agent* |
| | John Hancock Life
Insurance Company (U.S.A.) | |
| | By: | /s/ Maureen Milet |
| | Name: | Maureen Milet |
| Dated: February 8,
2016 | Title: | Vice
President and Chief Compliance Officer -
Investments |

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 6 of 7

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, John Hancock Life Insurance Company (U.S.A.)agree that the Schedule 13G (Amendment No. 1) to which this Agreement is attached, relating to the Common Stock of InfraREIT Inc., is filed on behalf of each of them.

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

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