Susan D. Nickey - Mar 1, 2023 Form 4 Insider Report for Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI)

Role: EVP and Chief Client Officer
Signature: /s/ Susan D. Nickey
Stock symbol: HASI
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 03:42 PM
Previous filing: Feb 14, 2023
Next filing: Mar 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HASI	Common stock, par value $0.01 per share						62.5K	Mar 1, 2023	Susan D Nickey Revocable Trust DTD 11/19/2021	F1
holding	HASI	Common stock, par value $0.01 per share						2.61K	Mar 1, 2023	Direct

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
transaction	HASI	LTIP Units	Award	$0	+55.5K	+181.19%	$0.00	86.1K	Mar 1, 2023	Common stock, par value $0.01 per share	55.5K		By HASI Management HoldCo LLC	F2, F3, F4, F5, F6
holding	HASI	LTIP Units						27.7K	Mar 1, 2023	Common stock, par value $0.01 per share	27.7K		Susan D Nickey Revocable Trust DTD 11/19/2021	F1, F3, F4, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These Shares or LTIP Units are held by the Susan D Nickey Revocable Trust DTD 11/19/2021, of which Ms. Nickey is the trustee. Ms. Nickey possesses the voting and investment power with respect to the Shares or LTIP Units held by the Trust.
F2	86,131 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 86,131 long-term incentive plan units ("LTIP Units") in the Partnership. Vested LTIP Units, after achieving parity with OP Units, are eligible to be converted into OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")) on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement.
F3	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.
F4	N/A
F5	Previously included in this total were 2,825 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2022 were not met.
F6	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.
F7	27,674 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 27,674 long-term incentive plan units ("LTIP Units") in the Partnership. Vested LTIP Units, after achieving parity with OP Units, are eligible to be converted into OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")) on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement.