0001181431-14-000415.txt : 20140102 0001181431-14-000415.hdr.sgml : 20140101 20140102195343 ACCESSION NUMBER: 0001181431-14-000415 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140102 FILED AS OF DATE: 20140102 DATE AS OF CHANGE: 20140102 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: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: (410) 571-9860 MAIL ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cirilli Mark CENTRAL INDEX KEY: 0001574208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503142 MAIL ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD STREET 2: SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fink Jesse CENTRAL INDEX KEY: 0001574556 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503143 MAIL ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MissionPoint Capital Partners LLC CENTRAL INDEX KEY: 0001574547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503144 BUSINESS ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-286-0400 MAIL ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MissionPoint HA Parallel Fund III, LLC CENTRAL INDEX KEY: 0001574546 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503145 BUSINESS ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-286-0400 MAIL ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MissionPoint HA Parallel Fund II, LLC CENTRAL INDEX KEY: 0001574545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503146 BUSINESS ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-286-0400 MAIL ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MissionPoint HA Parallel Fund, LLC CENTRAL INDEX KEY: 0001574544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 14503147 BUSINESS ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-286-0400 MAIL ADDRESS: STREET 1: 20 MARSHALL STREET, SUITE 300 CITY: NORWALK STATE: CT ZIP: 06854 4 1 rrd398698.xml FORM 4 X0306 4 2014-01-02 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001574544 MissionPoint HA Parallel Fund, LLC 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 1 0 0 0 0001574545 MissionPoint HA Parallel Fund II, LLC 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 1 0 0 0 0001574546 MissionPoint HA Parallel Fund III, LLC 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 0 0 1 0 0001574547 MissionPoint Capital Partners LLC 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 1 0 0 0 0001574556 Fink Jesse 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 1 0 0 0 0001574208 Cirilli Mark 20 MARSHALL STREET, SUITE 300 NORWALK CT 06854 1 0 0 0 Common Stock 2014-01-02 4 J 0 381893 0 D 0 D Common Stock 2014-01-02 4 J 0 537798 0 D 0 D Common Stock 3643 D Common Stock 18520 D Operating Partnership Units 2014-01-02 4 J 0 326437 0 D Common Stock 326437 0 D Operating Partnership Units Common Stock 55548 55548 D Operating Partnership Units Common Stock 1852 1852 D These shares were held directly by MissionPoint HA Parallel Fund, LLC ("Fund I"). On January 2, 2014, Fund I distributed 381,893 shares of Common Stock of Hannon Armstrong Sustainable Infrastructure, Inc. (the "Issuer") pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. MissionPoint Capital Partners LLC ("MissionPoint") is the sole manager of Fund I, MissionPoint HA Parallel Fund II, LLC ("Fund II") and MissionPoint HA Parallel Fund III, LLC ("Fund III" and collectively with Fund I and Fund II, the "MissionPoint Funds"). Mr. Jesse Fink and Mr. Mark Cirilli are the executive committee members of MissionPoint and have voting and dispositive power over the securities held by the MissionPoint Funds. Mr. Cirilli serves as the representative of the MissionPoint Funds on the Issuer's board of directors. Each of MissionPoint and Mr. Fink disclaims beneficial ownership of the securities held by the MissionPoint Funds except to the extent, if any, of their respective pecuniary interest therein. These shares were held directly by Fund II. On January 2, 2014, Fund II distributed 537,798 shares of the Issuer's Common Stock pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. Mr. Cirilli owns these shares directly. MissionPoint owns these shares directly, as a result of the pro-rata distribution by Fund I for no consideration on January 2, 2014. The operating partnership units ("OP Units") represent units of limited partnership interests in Hannon Armstrong Sustainable Infrastructure, L.P. (the "Operating Partnership"), of which the Issuer is the sole general manager. The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership, and are redeemable in exchange for, at the Issuer's option, either (i) shares of common stock of the Issuer on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the "Cash Amount" (as defined in the partnership agreement of the Operating Partnership). The OP Units do not have any expiration date. The OP Units were held directly by Fund III. On January 2, 2014, Fund III distributed 326,437 OP Units pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. Mr. Fink owns these OP Units directly, as a result of the pro-rata distribution by Fund III for no consideration on January 2, 2014. Mr. Cirilli owns these OP Units directly, as a result of the pro-rata distribution by Fund III for no consideration on January 2, 2014. MissionPoint HA Parallel Fund, LLC, By: MissionPoint Capital Partners LLC, its Manager, By: /s/ Mark Cirilli, as Executive Committee Member 2014-01-02 MissionPoint HA Parallel Fund II, LLC, By: MissionPoint Capital Partners LLC, its Manager, By: /s/ Mark Cirilli, as Executive Committee Member 2014-01-02 MissionPoint HA Parallel Fund III, LLC, By: MissionPoint Capital Partners LLC, its Manager, By: /s/ Mark Cirilli, as Executive Committee Member 2014-01-02 MissionPoint Capital Partners LLC, By: /s/ Mark Cirilli, as Executive Committee Member 2014-01-02 /s/ Mark Cirilli 2014-01-02 /s/ Jesse Fink 2014-01-02