Director Cbre Acquisition Sponsor, Llc converted options into 2,885,853 shares and returned 27,489,897 shares to the company (SEC Form 4)
$AMPS
Electric Utilities: Central
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc. [ AMPS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/15/2025 | M | 2,885,853 | A | (1)(2) | 27,489,897 | I | Held through CBRE Acquisition Sponsor, LLC(3) | ||
| Class A Common Stock | 04/16/2025 | D | 27,489,897 | D | (1)(2)(4) | 0 | I | Held through CBRE Acquisition Sponsor, LLC(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1)(2) | 04/15/2025 | M | 543,375 | (1)(2) | (1)(2) | Class A Common Stock | 2,885,853(1)(2) | $0 | 0 | I | Held through CBRE Acquisition Sponsor, LLC(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 16, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 5, 2025, by and among Altus Power, Inc. (the "Issuer"), Avenger Parent, Inc. ("Avenger") and Avenger Merger Sub, Inc., a wholly owned subsidiary of Avenger ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer became a wholly owned subsidiary of Avenger upon consummation of the merger (the "Effective Time"). |
| 2. In connection with the Merger and pursuant to the terms of the Third Amended and Restated Certificate of Incorporation of the Issuer (the "Company Certificate"), on April 15, 2025, which was the business day immediately prior to the Effective Time, each share of the Class B common stock of the Issuer (the "Class B Common Stock") then issued and outstanding was automatically converted into shares of the Class A Common Stock of the Issuer (the "Class A Common Stock") in accordance with the terms of, and subject to the limitations set forth in, the Company Certificate. In connection with the foregoing, 543,375 shares of Class B Common Stock beneficially owned by the Reporting Persons were converted into 2,885,853 shares of Class A Common Stock. |
| 3. Represents securities directly held by CBRE Acquisition Sponsor, LLC ("CBRE Sponsor"). The sole member of CBRE Sponsor is CBRE Services, Inc., which is a wholly-owned subsidiary of CBRE Group, Inc., a publicly traded company. |
| 4. At the Effective Time, each (i) outstanding share of the Class A Common Stock was automatically converted into the right to receive $5.00 in cash (the "Merger Consideration") and (ii) outstanding award of restricted stock units automatically converted into the right to receive, without interest and subject to applicable withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award and (b) the Merger Consideration, subject to applicable vesting terms. |
| CBRE ACQUISITION SPONSOR, LLC, By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer | 04/18/2025 | |
| CBRE SERVICES, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer | 04/18/2025 | |
| CBRE GROUP, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer | 04/18/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||