Hannon Armstrong Sustainable Infrastructure Capital (HASI) Form 4 Hannon Armstrong Sustainable Infrastructure Capital / M Rhem Wooten ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wooten M Rhem

(Last) (First) (Middle)

1906 TOWNE CENTRE BLVD. SUITE 370

(Street)

ANNAPOLIS MD 21401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hannon Armstrong Sustainable Infrastructure Capital, Inc. [ HASI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	05/09/2018		F		63,822(1)	D	$19.08(2)	228,318(3)(4)	D
Common stock, par value $0.01 per share								29,345(5)	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of shares of Common Stock withheld by the issuer, with approval of the issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of 131,594 shares of Common Stock.

2. Represents the closing price of the Common Stock on May 9, 2018.

3. In a prior Form 4, dated March 17, 2017, the reporting person reported for informational purposes an award of up to a maximum of 39,000 Restricted Stock Units ("RSUs") under the Company's 2013 Equity Incentive Plan, as amended, which represented the right to receive one share of Common Stock for each RSU at vesting. As then disclosed, the number of RSUs to be awarded ranged from zero to 39,000 based on the Company's performance relative to the return targets, and the amount reported assumed the reporting person receives the maximum possible grant. The reporting person retired as an officer of the Company, effective on April 30, 2018. On May 9, 2018, following his retirement and execution and effectiveness of the waiver provisions under a letter agreement between the Company and the reporting person, 19,500 of those previously reported RSUs were awarded to the reporting person and converted into fully vested Common Stock at a 1-to-1 ratio.

4. The reporting person's beneficial ownership amount excludes the 19,500 RSUs that will not be awarded to the reporting person and will not vest and convert into fully vested Common Stock.

5. These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.

Remarks:

	/s/ M. Rhem Wooten	05/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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