0001561894-23-000025.txt : 20230303 0001561894-23-000025.hdr.sgml : 20230303 20230303164115 ACCESSION NUMBER: 0001561894-23-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230301 FILED AS OF DATE: 20230303 DATE AS OF CHANGE: 20230303 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: 23704998 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: ONE PARK PLACE, SUITE 200 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: (410) 571-9860 MAIL ADDRESS: STREET 1: ONE PARK PLACE, SUITE 200 CITY: ANNAPOLIS STATE: MD ZIP: 21401 4 1 wf-form4_167787964035344.xml FORM 4 X0306 4 2023-03-01 0 0001561894 Hannon Armstrong Sustainable Infrastructure Capital, Inc. HASI 0001645426 McMahon Daniel K. ONE PARK PLACE SUITE 200 ANNAPOLIS MD 21401 0 1 0 0 EVP Common stock, par value $0.01 per share 108625 D LTIP Units 2023-03-01 4 A 0 51683 0 A Common stock, par value $0.01 per share 51683.0 197989 I By HASI Management HoldCo LLC 197,989 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 197,989 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, and the Issuer's 2022 Equity Incentive Plan. 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 Previously included in this total were 14,535 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2022 were not met. 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 2023-03-01