4//SEC Filing
Cirilli Mark 4
Accession 0001181431-13-023523
CIK 0001561894other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 6:51 PM ET
Size
14.3 KB
Accession
0001181431-13-023523
Insider Transaction Report
Form 4
Cirilli Mark
Director
Transactions
- Award
Common Stock, par value $0.01 per share
2013-04-23+381,893→ 381,893 total(indirect: See footnotes) - Award
Common Stock, par value $0.01 per share
2013-04-23+537,798→ 919,691 total(indirect: See footnotes) - Award
Operating Partnership Units
2013-04-23+326,437→ 326,437 total(indirect: See footnotes)→ Common Stock (326,437 underlying) - Award
Common Stock, par value $0.01 per share
2013-04-23+3,643→ 923,334 total(indirect: See footnotes)
Footnotes (7)
- [F1]These shares are held by MissionPoint HA Parallel Fund, LLC ("Fund I"). Such shares were acquired pursuant to the Agreement and Plan of Merger, dated as of April 15, 2013, among Fund I, Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub I LLC, HA Merger Sub III LLC, MissionPoint ES Parallel Fund I, L.P., MissionPoint HA Parallel Fund I Corp. and MissionPoint HA Parallel Fund, L.P., pursuant to which all of the limited liability interests of Hannon Armstrong Capital, LLC owned by Fund I were exchanged for such shares of the Issuer's common stock.
- [F2]MissionPoint Capital Partners LLC ("MissionPoint") is the sole manager of Fund I, MissionPoint HA Parallel Fund II, LLC ("Fund II"), MissionPoint HA Parallel Fund III, LLC ("Fund III") and MissionPoint Capital Partners Fund I, L.P. ("MPCP" and collectively with Fund I, Fund II and Fund III, the "MissionPoint Funds"). Mr. Mark Cirilli is a member of the executive committee of MissionPoint and has voting and dispositive power over the securities held by the MissionPoint Funds. Mr. Cirilli serves as the representative of the MissionPoint Funds on the Issuer's board of directors. Mr. Cirilli disclaims beneficial ownership of the securities held by the MissionPoint Funds, except to the extent, if any, of his pecuniary interest therein.
- [F3]These shares are held by Fund II. Such shares were acquired pursuant to the Agreement and Plan of Merger, dated as of April 15, 2013, among Fund II, Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub II LLC, HA Merger Sub III LLC, MissionPoint ES Parallel Fund II, L.P., MissionPoint HA Parallel Fund II Corp. and MissionPoint HA Parallel Fund, L.P., pursuant to which all of the limited liability interests of Hannon Armstrong Capital, LLC owned by Fund II were exchanged for such shares of the Issuer's common stock.
- [F4]On April 23, 2013, Mr. Cirilli was granted 3,643 shares of restricted Common Stock that were issued pursuant to the Issuer's Equity Incentive Plan. These shares vest as to one fourth on April 23, 2014, one fourth on April 23, 2015, one fourth on April 23, 2016 and one fourth on April 23, 2017. These shares are held directly by Mr. Cirilli and were issued to Mr. Cirilli in connection with his services to the Issuer as a director. Mr. Cirilli, pursuant to an arrangement with MissionPoint, will assign to MissionPoint any remuneration received for service as a director of the Issuer. Such remuneration will then offset the management fees payable to MissionPoint by MPCP. Mr. Cirilli disclaims beneficial ownership in such shares, except to the extent, if any, of his pecuniary interest therein.
- [F5]The operating partnership units ("OP Units") represent units of limited partnership interests in Hannon Armstrong Sustainable Infrastructure, L.P. (the "Operating Partnership"), of which the Issuer is the sole general manager. The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership, and will, beginning 180 days after completion of the Issuer's initial public offering, become redeemable in exchange for, at the Issuer's option, either (i) shares of common stock of the Issuer on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the "Cash Amount" (as defined in the partnership agreement of the Operating Partnership).
- [F6]The OP Units do not have any expiration date.
- [F7]These OP Units are held by Fund III. Such OP Units were acquired pursuant to Contribution Agreement, dated as of April 15, 2013, by and among Fund III, Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P. and MissionPoint HA Parallel Fund, L.P., pursuant to which all of the limited liability interests of Hannon Armstrong Capital, LLC owned by Fund III were exchanged for such OP Units of the Operating Partnership.
Documents
Issuer
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
CIK 0001561894
Entity typeother
Related Parties
1- filerCIK 0001574208
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 6:51 PM ET
- Size
- 14.3 KB