X0306 4 2017-03-15 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001574220 Herron J Brendan 1906 TOWNE CENTRE BLVD. SUITE 370 ANNAPOLIS MD 21401 0 1 0 0 EVP & CFO Common stock, par value $0.01 per share 2017-03-15 4 A 0 14555 0.00 A 175300 D Common stock, par value $0.01 per share 2017-03-15 4 A 0 31620 0.00 A 206920 D Common stock, par value $0.01 per share 2017-03-15 4 A 0 63240 0.00 A 270160 D Common stock, par value $0.01 per share 5000 I By spouse Common stock, par value $0.01 per share 1920 I By spouse as UTMA custodian for children On March 15, 2017, the reporting person was granted 14,555 shares of restricted Common Stock that were issued pursuant to the 2013 Hannon Armstrong Sustainable Infrastructure Capital Inc. Equity Incentive Plan, as amended (the "Plan"). The shares vest on March 5, 2019. 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. On March 15, 2017, the reporting person was granted 31,620 shares of restricted Common Stock that were issued pursuant to the Plan. The shares will vest in equal installments of one-third of the full amount on March 15, 2018, March 5, 2019 and March 5, 2020. On March 15, 2017, the reporting person was awarded up to a maximum of 63,240 Restricted Stock Units ("RSUs") under the Plan, which represent the right to receive one share of Common Stock of the issuer for each RSU at vesting. The RSUs vest on March 5, 2020 if certain absolute and relative stockholder return targets are achieved on or prior to such date. The number of RSUs to be awarded to the reporting person range from zero to 63,240 based on the Company's performance relative to the return targets. The RSUs reported on this Form 4 assume the reporting person receives the maximum possible grant. Dividend equivalents will accrue on the RSUs from the grant date, but the reporting person is not entitled to receive the dividend equivalents until the RSUs vest. The grant is being reported here for informational purposes only. These shares are held by the reporting person's spouse. The reporting person disclaims beneficial ownership other than to the extent of his pecuniary interest. 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. /s/ J. Brendan Herron 2017-03-17