0001561894-19-000108.txt : 20190814 0001561894-19-000108.hdr.sgml : 20190814 20190814174552 ACCESSION NUMBER: 0001561894-19-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190813 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chuslo Steven CENTRAL INDEX KEY: 0001574201 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 191027835 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] 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 4 1 wf-form4_156581911372596.xml FORM 4 X0306 4 2019-08-13 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001574201 Chuslo Steven 1906 TOWNE CENTRE BLVD. SUITE 370 ANNAPOLIS MD 21401 0 1 0 0 GENERAL COUNSEL & EVP Common stock, par value $0.01 per share 2019-08-13 4 S 0 11000 27.27 D 303404 D Common stock, par value $0.01 per share 4700 I By significant other LTIP Units Common stock, par value $0.01 per share 60000.0 60000 I By HASI Management HoldCo LLC The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.21 to $27.41, inclusive on May 13, 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. These shares are held by the Reporting Person's significant other. The Reporting Person disclaims ownership other than to the extent of his pecuniary interest. 60,000 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 60,000 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 60,000 LTIP Units, 20,000 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 40,000 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"). 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 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/ Steven Chuslo 2019-08-14