0001561894-20-000024.txt : 20200309
0001561894-20-000024.hdr.sgml : 20200309
20200309181636
ACCESSION NUMBER: 0001561894-20-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200305
FILED AS OF DATE: 20200309
DATE AS OF CHANGE: 20200309
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Herron J Brendan
CENTRAL INDEX KEY: 0001574220
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35877
FILM NUMBER: 20699260
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_158379217881216.xml
FORM 4
X0306
4
2020-03-05
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
Common stock, par value $0.01 per share
2020-03-05
4
F
0
39802
36.14
D
210308
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
LTIP Units
Common stock, par value $0.01 per share
94500.0
94500
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 82,405 shares of Common Stock.
Represents the closing price of the Common Stock on March 5, 2020.
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.
These shares are held by the reporting person's spouse. The reporting person disclaims 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.
94,500 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 94,500 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. Of these 94,500 LTIP Units, 31,500 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 63,000 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/ J. Brendan Herron
2020-03-06