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Filing Details

Accession Number:: 0001561894-19-000070
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-14 18:02:57
Reporting Period:: 2019-05-13

Accepted Time:: 2019-05-14 18:02:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1561894	Hannon Armstrong Sustainable Infrastructure Capital Inc.	HASI	Real Estate Investment Trusts (6798)	461347456

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1574203	Nathaniel Rose	1906 Towne Centre Blvd. Suite 370 Annapolis MD 21401	Evp & Cio	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2019-05-13	10,000	$26.37	290,654	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	10,000	Indirect	By spouse

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.01 Per Share	LTIP Units	$0.00			69,000	69,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	69,000	69,000	Indirect

Footnotes

This sale was effected pursuant to a Rule 10b5-1 trading plan, dated November 15, 2018.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.27 to $26.47, 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 spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.
69,000 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 69,000 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 69,000 LTIP Units, 23,000 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 46,000 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.