UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
OP Units (1) | Â (1) | Â (2) | Common Stock | 129,524 | $ (1) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Herron J Brendan 1906 TOWNE CENTRE BLVD. SUITE 370 ANNAPOLIS, MD 21401 |
 |  |  EVP & CFO |  |
J. Brendan Herron, by Alexander MacRae, his Attorney-in-fact | 04/17/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Concurrently with the closing of the Issuer's initial public offering, 129,524 limited partnership units ("OP units") in Hannon Armstrong Sustainable Infrastructure, L.P., a Delaware limited partnership (the "Partnership"), of which the Issuer is the general partner, will be issuable to the Reporting Person pursuant to the terms of the partnership agreement of the Partnership upon conversion of the Reporting Person's existing limited partnership interest in the Partnership. The partnership agreement of the Partnership provides that, beginning on the date that is 12 months after the date of the Issuer's initial public offering, the Reporting Person will have the right to redeem any such OP units for cash in an amount equal to the market value of an equivalent number of shares of the Issuer's common stock, or at the Issuer's option, shares of the Issuer's common stock on a one-for-one basis. |
(2) | N/A |
 Remarks: Exhibit No. 24.1 Power of Attorney dated April 10, 2013. |