SEC Form 4 · accession 0001561894-18-000066
HA Sustainable Infrastructure Capital, Inc. · HASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M Rhem Wooten
Officer — EVP
Period of report
May 9, 2018
Accepted (ET)
May 11, 2018 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001561894
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1,F2,F3,F4 | May 9, 2018 | F | 63,822 | $19.08 | D | 228,318 | D | |
| Common stock, par value $0.01 per shareF5 | holding | — | — | — | 29,345 | I | By spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists 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.
- F2Represents the closing price of the Common Stock on May 9, 2018.
- F3In 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.
- F4The 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.
- F5These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.