UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Hannon Armstrong Sustainable Infrastructure Capital, Inc. 
(Name of Issuer)
 
Common
(Title of Class of Securities)
 
41068X100
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     x  Rule 13d-1(b)
 
     o  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* 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      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Neuberger Berman Group LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Delaware
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 961585
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 976765
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 976765
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 x
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 3.57%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 HC
 

FOOTNOTES
  
 
 
 
 
 
CUSIP No.  41068X100      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Neuberger Berman LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Delaware
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 961585
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 976765
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 976765
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 x
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 3.57%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA ,  BD
 

FOOTNOTES
  
 
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
Hannon Armstrong Sustainable Infrastructure Capital, Inc

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
1906 Towne Centre Blvd, Suite 370
Annapolis, Maryland 21401

Item 2.

 
(a)
Name of Person Filing
 
 
Neuberger Berman Group LLC
Neuberger Berman LLC

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
605 Third Avenue
New York, NY 10158

 
(c)
Citizenship
 
 
Delaware

 
(d)
Title of Class of Securities
 
 
Common

 
(e)
CUSIP Number
 
 
41068X100

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
x
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 976,765

 
(b)
Percent of class: 3.57%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 961,585

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 976,765

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .
 
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
 
Item 8.
Identification and Classification of Members of the Group
 
 
 
Item 9.
Notice of Dissolution of Group
 
 
 
 
 
 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 Neuberger Berman Group LLC
 
    
Date: February 10, 2015
By:
/s/  Brad Cetron 
   Name: Brad Cetron 
   Title:  Deputy General Counsel 
    
 
 
 
 Neuberger Berman LLC
 
    
Date: February 10, 2015
By:
/s/  Brad Cetron 
   Name: Brad Cetron 
   Title:  Deputy General Counsel 
    
 
Footnotes:
Item 4(a):
Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC, Neuberger Berman Fixed Income LLC and NB Alternative Investment Management and certain affiliated persons may be deemed to beneficially own the securities covered by this report in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Neuberger Berman Group LLC, through its subsidiary Neuberger Berman Holdings LLC, controls Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC, Neuberger Berman Fixed Income LLC, NB Alternative Investment Management LLC and certain affiliated persons.

This report is not an admission that any of these entities are the beneficial owner of the securities covered by this report and each of Neuberger Berman Group LLC, Neuberger Berman Holdings LLC, Neuberger Berman LLC, Neuberger Berman Management LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC, Neuberger Berman Fixed Income LLC and NB Alternative Investment Management LLC and certain affiliated persons disclaim beneficial ownership of the securities covered by this statement pursuant to Exchange Act Rule 13d-4.

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)