0001561894-23-000051.txt : 20230316
0001561894-23-000051.hdr.sgml : 20230316
20230316171234
ACCESSION NUMBER: 0001561894-23-000051
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230316
FILED AS OF DATE: 20230316
DATE AS OF CHANGE: 20230316
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: 23739753
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: 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_167900114133577.xml
FORM 4
X0306
4
2023-03-16
0
0001561894
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
HASI
0001574203
Rose Nathaniel
ONE PARK PLACE SUITE 200
ANNAPOLIS
MD
21401
0
1
0
0
EVP & CIO
Common stock, par value $0.01 per share
2023-03-16
4
P
0
10000
24.10
A
158164
D
Common stock, par value $0.01 per share
3000
I
By spouse
LTIP Units
Common stock, par value $0.01 per share
253417.0
253417
I
By HASI Management HoldCo LLC
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.00 to $24.22, inclusive on March 16, 2023. 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 purchased at each separate price within the ranges set forth in this footnote.
These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.
253,417 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 253,417 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/ Nathaniel Rose
2023-03-16