4//SEC Filing
Herron J Brendan 4
Accession 0001561894-20-000067
CIK 0001561894other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 5:38 PM ET
Size
10.8 KB
Accession
0001561894-20-000067
Insider Transaction Report
Form 4
Herron J Brendan
EVP & CFO
Transactions
- Award
LTIP Units
2020-04-01+60,000→ 154,500 total(indirect: By LLC)→ Common stock, par value $0.01 per share (60,000 underlying)
Holdings
- 223,731
Common stock, par value $0.01 per share
- 5,000(indirect: By Spouse)
Common stock, par value $0.01 per share
- 1,920(indirect: By Spouse)
Common stock, par value $0.01 per share
Footnotes (7)
- [F1]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.
- [F2]These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.
- [F3]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.
- [F4]154,500 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 154,500 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 60,000 LTIP Units issued herein, 20,000 are scheduled to vest in equal annual installments of one-third of the full amount on May 15, 2021, March 5, 2022, and March 5, 2023, subject to continued employment by the Reporting Person, and 40,000 represent the maximum amount of LTIP Units that can vest on March 5, 2023 contingent upon the achievement of certain performance criteria ("Vested LTIP Units").
- [F5]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.
- [F6]N/A
- [F7]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.
Documents
Issuer
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
CIK 0001561894
Entity typeother
Related Parties
1- filerCIK 0001574220
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 5:38 PM ET
- Size
- 10.8 KB