0001561894-20-000015.txt : 20200224 0001561894-20-000015.hdr.sgml : 20200224 20200224194301 ACCESSION NUMBER: 0001561894-20-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200224 DATE AS OF CHANGE: 20200224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McMahon Daniel K. CENTRAL INDEX KEY: 0001645426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35877 FILM NUMBER: 20646746 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_158259136252176.xml FORM 4 X0306 4 2020-02-20 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001645426 McMahon Daniel K. 1906 TOWNE CENTRE BLVD. SUITE 370 ANNAPOLIS MD 21401 0 1 0 0 EVP Common stock, par value $0.01 per share 2020-02-20 4 F 0 14407 38.13 D 208826 D LTIP Units Common stock, par value $0.01 per share 60000.0 60000 I By HASI Management HoldCo LLC 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 29,677 shares of Common Stock. Represents the closing price of the Common Stock on February 20, 2020. 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/ Daniel K. McMahon 2020-02-24