FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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1. Name and Address of Reporting Person *

Whicher Michelle

2. Date of Event Requiring Statement (Month/Day/Year)

03/01/2025

3. Issuer Name and Ticker or Trading Symbol

HA Sustainable Infrastructure Capital, Inc. [HASI]
(Last)
(First)
(Middle)


ONE PARK PLACE, SUITE 200

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer

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

(Street)

ANNAPOLIS, MD 21401
(City)
(State)
(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Common stock, par value $0.01 per share

24,946
D
 


Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares



Remarks:

Exhibit No. 24.1 Power of Attorney dated February 28, 2025.



Signatures

/s/ Michelle Whicher

03/01/2025
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
The undersigned hereby constitutes and appoints each of Jeffrey A. Lipson, Steven L. Chuslo and Bobbie L. King, Jr. or any one of them acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the undersigned in the undersigned’s name and stead in any and all capacities, to sign and file for and on the undersigned’s behalf, in respect of any acquisition, disposition or other change in ownership of any shares of common stock, par value $0.01 per share, of HA Sustainable Infrastructure Capital, Inc. (the “Company”), the following:
(i)     any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);
(ii)    any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
(iii)    any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
(iv)    any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
(v)    any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
(vi)    any and all agreements, certificates, receipts, or other documents in connection therewith.
The undersigned hereby gives full power and authority to the attorney-in-fact to seek and obtain as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information.
The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i)    neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(ii)    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.


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This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.
Date: February 28, 2025        /s/ Michelle Whicher            
    Michelle Whicher

[Signature Page to Power of Attorney]