0001561894-24-000031.txt : 20240305 0001561894-24-000031.hdr.sgml : 20240305 20240305081423 ACCESSION NUMBER: 0001561894-24-000031 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rose Nathaniel CENTRAL INDEX KEY: 0001574203 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 24718366 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] ORGANIZATION NAME: 05 Real Estate & Construction 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 wk-form4_1709644454.xml FORM 4 X0508 4 2024-03-01 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 0 Common stock, par value $0.01 per share 163164 D Common stock, par value $0.01 per share 3000 I By spouse LTIP Units 2024-03-01 4 A 0 63000 0 A Common stock, par value $0.01 per share 63000 296417 I By HASI Management HoldCo LLC These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest. 296,417 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 296,417 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 Previously included in this total were 20,000 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2023 were not met. 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 2024-03-01