0001561894-23-000041.txt : 20230308
0001561894-23-000041.hdr.sgml : 20230308
20230308165411
ACCESSION NUMBER: 0001561894-23-000041
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230305
FILED AS OF DATE: 20230308
DATE AS OF CHANGE: 20230308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pangburn Marc T.
CENTRAL INDEX KEY: 0001839282
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35877
FILM NUMBER: 23716779
MAIL ADDRESS:
STREET 1: C/O HANNON ARMSTRONG
STREET 2: 1906 TOWNE CENTRE BLVD., 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: ONE PARK PLACE, SUITE 200
CITY: ANNAPOLIS
STATE: MD
ZIP: 21401
BUSINESS PHONE: (410) 571-9860
MAIL ADDRESS:
STREET 1: ONE PARK PLACE, SUITE 200
CITY: ANNAPOLIS
STATE: MD
ZIP: 21401
4
1
wf-form4_167831243847084.xml
FORM 4
X0306
4
2023-03-05
0
0001561894
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
HASI
0001839282
Pangburn Marc T.
ONE PARK PLACE SUITE 200
ANNAPOLIS
MD
21401
0
1
0
0
Chief Financial Officer
Common stock, par value $0.01 per share
2023-03-05
4
F
0
6280
31.18
D
45291
D
LTIP Units
Common stock, par value $0.01 per share
115624.0
115624
I
By HASI Management HoldCo, LLC
Consists of shares of Common Stock withheld by the issuer, with approval of the issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of 13,000 shares of Common Stock.
Represents the closing price of the Common Stock on March 3, 2023, the first trading day on or prior to the vesting date.
115,624 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 115,624 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, and the Issuer's 2022 Equity Incentive Plan.
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/ Marc T. Pangburn
2023-03-08