Jeffrey Eckel - Dec 31, 2021 Form 5 Insider Report for Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI)

Role
President and CEO, Director
Signature
/s/ Jeffrey Eckel
Stock symbol
HASI
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
5
Date filed
2/7/2022, 03:06 PM
Previous filing
Nov 12, 2021
Next filing
Mar 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HASI Common stock, par value $0.01 per share Other $0 -90.5K -84.47% $0.00 16.6K May 17, 2021 Direct F1
transaction HASI Common stock, par value $0.01 per share Other $0 +90.5K +18.81% $0.00 572K May 17, 2021 By Jeffrey W. Eckel Revocable Trust F2
transaction HASI Common stock, par value $0.01 per share Gift $0 -38.7K -6.78% $0.00 533K Dec 13, 2021 By Jeffrey W. Eckel Revocable Trust F2
transaction HASI Common stock, par value $0.01 per share Gift $0 +35.5K +78.42% $0.00 80.7K Dec 13, 2021 By Chesapeake Power Foundation F3, F4
holding HASI Common stock, par value $0.01 per share 67.7K Dec 31, 2021 By Chesapeake Power LLC F5
holding HASI Common stock, par value $0.01 per share 37K Dec 31, 2021 By spouse F6
holding HASI Common stock, par value $0.01 per share 2.54K Dec 31, 2021 By grandson F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding HASI LTIP Units 508K Dec 31, 2021 Common stock, par value $0.01 per share 508K By HASI Management HoldCo LLC F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 90,476 shares were transferred from Mr. Eckel's direct holdings to the Jeffrey W. Eckel Revocable Trust during the year ended December 31, 2021.
F2 These shares are held by the Jeffrey W. Eckel Revocable Trust, of which Jeffrey W. Eckel is the sole trustee and beneficiary.
F3 35,461 shares were transferred from the Jeffrey W. Eckel Revocable Trust to the Chesapeake Power Foundation during the year ended December 31, 2021.
F4 These shares are held by the Chesapeake Power Foundation, the activities of which Jeffrey W. Eckel has the sole ability to direct.
F5 These shares are held by Chesapeake Power, LLC, of which Jeffrey W. Eckel is the sole member.
F6 These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.
F7 The reporting person acts as custodian for his grandson under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F8 508,026 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 508,026 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.
F9 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.
F10 N/A
F11 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.