Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 2:56PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Hannon Armstrong
Sustainable Infrastructure Capital, Inc.
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(Name of Issuer)
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Common Stock,
par value $0.01 per share
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(Title of Class of Securities)
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41068X100
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(CUSIP Number)
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December
31, 2013
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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______________________________
*The remainder of
this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 41068X100
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13G/A
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Page
2
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ardsley Partners Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
277,400 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
277,400 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
277,400 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 41068X100
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13G/A
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Page
3
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ardsley Partners Institutional
Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
222,600 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
222,600 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
222,600 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.4%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 41068X100
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13G/A
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Page
4
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ardsley Partners Renewable Energy
Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
475,000 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
475,000 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
475,000 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 41068X100
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13G/A
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Page
5
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ardsley Advisory Partners
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
975,000 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
975,000 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
975,000 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.2%
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12
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 41068X100
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13G/A
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Page
6
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ardsley Partners I
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
975,000 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
975,000 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
975,000 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.2%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 41068X100
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13G/A
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Page
7
of 12 Pages
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1
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NAME OF REPORTING PERSON
Philip J. Hempleman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,245,000 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,245,000 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,245,000 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.9%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 41068X100
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13G/A
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Page
8
of 12 Pages
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Item 1(a).
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NAME OF ISSUER
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The name of the issuer is Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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The Company's principal executive offices are located at 1906 Towne Centre Blvd, Suite 370, Annapolis, Maryland 21401.
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Item 2(a).
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NAME OF PERSON FILING
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This statement is filed by:
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(i)
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Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of common stock, par value $0.01 per share ("Common Stock") directly owned by it;
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(ii)
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Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
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(iii)
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Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy"), with respect to the shares of Common Stock directly owned by it;
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(iv)
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Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Adviser of AP II, Ardsley Institutional and Ardsley Energy with respect to the shares of Common Stock directly owned by AP II, Ardsley Institutional and Ardsley Energy;
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(v)
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Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II, Ardsley Institutional and Ardsley Energy, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy; and
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(vi)
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Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Energy and with respect to the Common Stock owned by certain accounts managed by him directly.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the Common Stock reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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The address of the business office of each of the Reporting Persons is 262 Harbor Drive, Stamford, Connecticut 06902.
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CUSIP No. 41068X100
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13G/A
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Page
9
of 12 Pages
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Item 2(c).
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CITIZENSHIP
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AP II, Ardsley Institutional and Ardsley Energy are Delaware limited partnerships. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Common Stock, par value $0.01 per share.
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Item 2(e).
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CUSIP NUMBER
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41068X100
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please
specify
the type of institution: _______________________________________
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Item 4.
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OWNERSHIP
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The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
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CUSIP No. 41068X100
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13G/A
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Page
10
of 12 Pages
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The Company's Form 10-Q, filed on November 8, 2013, indicates that the total number of outstanding shares of Common Stock as of November 7, 2013 was 15,795,118. The percentages used herein and in the rest of the Schedule 13G/A are based upon such number of shares of Common Stock outstanding. .
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Ardsley, the Investment Adviser of AP
II, Ardsley Institutional and Ardsley Energy, has the power to vote and direct the disposition of the proceeds from the sale of
the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy, and accordingly may be considered to be the
direct "beneficial owner" of such shares of Common Stock.
Ardsley Partners, the General Partner
of AP II, Ardsley Institutional and Ardsley Energy, shares the power to vote and direct the disposition of the shares of Common
Stock owned by AP II, Ardsley Institutional and Ardsley Energy, and accordingly, may be considered to be the direct "beneficial
owner" of such shares of Common Stock.
Mr. Hempleman is the Managing Partner of Ardsley
and Ardsley Partners and in that capacity directs their operations and therefore may be considered to be the indirect "beneficial
owner" of the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Energy and certain accounts managed by
him directly. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 41068X100
|
13G/A
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Page
11
of 12 Pages
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SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 14, 2014
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ARDSLEY PARTNERS FUND II, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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BY:
/s/ Steve Napoli
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Steve Napoli
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General Partner
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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BY:
/s/ Steve Napoli
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Steve Napoli
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General Partner
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ARDSLEY ADVISORY PARTNERS
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BY:
/s/ Steve Napoli
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Steve Napoli
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Partner
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CUSIP No. 41068X100
|
13G/A
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Page
12
of 12 Pages
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ARDSLEY PARTNERS I
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BY:
/s/ Steve Napoli
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Steve Napoli
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General Partner
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PHILIP J. HEMPLEMAN, INDIVIDUALLY
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BY:
/s/ Steve Napoli
*
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Steve Napoli
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As attorney in fact for
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Philip J. Hempleman
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* Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
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