0001561894-21-000133.txt : 20211110 0001561894-21-000133.hdr.sgml : 20211110 20211110160211 ACCESSION NUMBER: 0001561894-21-000133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211108 FILED AS OF DATE: 20211110 DATE AS OF CHANGE: 20211110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rose Nathaniel CENTRAL INDEX KEY: 0001574203 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 211396435 MAIL ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD. STREET 2: SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hannon Armstrong Sustainable Infrastructure Capital, Inc. CENTRAL INDEX KEY: 0001561894 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 461347456 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: (410) 571-9860 MAIL ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 4 1 wf-form4_163657811492741.xml FORM 4 X0306 4 2021-11-08 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001574203 Rose Nathaniel 1906 TOWNE CENTRE BLVD. SUITE 370 ANNAPOLIS MD 21401 0 1 0 0 EVP & CIO Common stock, par value $0.01 per share 2021-11-08 4 S 0 3333 63.91 D 147831 D Common stock, par value $0.01 per share 2021-11-08 4 S 0 1667 62.40 D 146164 D Common stock, par value $0.01 per share 2021-11-08 4 G 0 5000 0 D 141164 D LTIP Units Common stock, par value $0.01 per share 160576.0 160576 I By HASI Management HoldCo LLC The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.87 to $63.97, inclusive, on November 8, 2021. The reporting person undertakes to provide Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Bona Fide Gift. No compensation was given to the donor for the gifting of shares. 160,576 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 160,576 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan, as amended. Vested LTIP Units, after achieving parity with OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")), are eligible to be converted into OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. Upon conversion of LTIP Units into OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock, par value $0.01 per share, of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Issuer"), or at the Issuer's option, shares of the Issuer's common stock on a one-for-one basis, subject to certain adjustments. N/A These LTIP Units are held by HASI Management HoldCo LLC ("HoldCo LLC"). The Reporting Person is a member of HoldCo LLC. The LTIP Units reported represent only the number of LTIP Units in which the Reporting Person has a pecuniary interest in accordance with his proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting his proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of his pecuniary interest. /s/ Nathaniel Rose 2021-11-09