Form Type: 4

SEC EDGAR Link
Acccession Number:0001561894-19-000107
Date:2019-08-12
Issuer: HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (HASI)
Original Submission Date:

Reporting Person:

ROSE NATHANIEL
1906 TOWNE CENTRE BLVD. SUITE 370
ANNAPOLIS, MD 21401

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.01 PER SHARE 2019-08-12 S 12,000 d $27.67 266,816 direct
COMMON STOCK, PAR VALUE $0.01 PER SHARE 0 $0.00 10,000 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
LTIP UNITS 0.0 deemed execution date 0 ( ) common stock, par value $0.01 per share 69,000 $0.00 69,000 indirect by hasi management holdco llc
Footnotes
IDfootnote
f1 this sale was effected pursuant to a rule 10b5-1 trading plan, dated may 20, 2019.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.34 to $27.86, inclusive on august 12, 2019. 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.
f3 these shares are held by the reporting person's spouse. the reporting person disclaims ownership other than to the extent of his pecuniary interest.
f4 69,000 units of limited partner interest ("op units") in hannon armstrong sustainable infrastructure, lp (the "partnership") are issuable upon the vesting and conversion of 69,000 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. of these 69,000 ltip units, 23,000 are scheduled to vest in equal annual installments of one-third of the full amount on may 15, 2020, march 5, 2021, and march 5, 2022, subject to continued employment by the reporting person, and 46,000 represent the maximum amount of ltip units that can vest on march 5, 2022 contingent upon the achievement of certain performance criteria ("vested ltip units").
f5 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.
f6 n/a
f7 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.

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