Form Type: 4

SEC EDGAR Link
Acccession Number:0001561894-20-000108
Date:2020-05-15
Issuer: HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (HASI)
Original Submission Date:

Reporting Person:

HERRON J BRENDAN
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 2020-05-15 F 4,009 d $27.41 199,972 direct
COMMON STOCK, PAR VALUE $0.01 PER SHARE 0 $0.00 5,000 indirect
COMMON STOCK, PAR VALUE $0.01 PER SHARE 0 $0.00 1,920 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 154,500 $0.00 154,500 indirect by hasi management holdco llc
Footnotes
IDfootnote
f1 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 8,300 shares of common stock.
f2 represents the closing price of the common stock on may 15, 2020.
f3 excludes 135,938 limited partnership units in hannon armstrong sustainable infrastructure, l.p., the issuer's operating partnership subsidiary, held by the reporting person, previously reported by the reporting person, which are redeemable for cash, or at the option of the issuer, for shares of common stock of the issuer on a one-for-one basis.
f4 these shares are held by the reporting person's spouse. the reporting person disclaims ownership other than to the extent of his pecuniary interest.
f5 these shares are held by the reporting person's spouse as custodian for the reporting person's three children under the uniform transfers to minors act. the reporting person disclaims beneficial ownership other than to the extent of his pecuniary interest.
f6 154,500 units of limited partner interest ("op units") in hannon armstrong sustainable infrastructure, lp (the "partnership") are issuable upon the vesting and conversion of 154,500 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.
f7 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.
f8 n/a
f9 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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