Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Altus Power, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02217A102 (CUSIP Number) |
Chad Doellinger 2121 North Pearl Street, Suite 300, Dallas, TX, 75201 (214) 979-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
CBRE Acquisition Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
CBRE Services, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
CBRE Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Altus Power, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2200 ATLANTIC STREET, 6TH FLOOR, Stamford,
CONNECTICUT
, 06902. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission on December 20, 2021 (the "Original Schedule 13D", as amended by Amendment No. 1 thereto filed on September 29, 2022 and Amendment No. 2 thereto filed on February 7, 2025, and as amended, the "Schedule 13D"). The Items below amend the information disclosed under the corresponding Items in the Schedule 13D as described below. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:The information set forth in Schedule I attached as Exhibit K to this Amendment No. 3 is incorporated herein by reference in this amended Item 2(a) | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented by adding the following:On February 28, 2025, 7,429 February RSUs, each representing the right to receive one share of Common Stock, vested in accordance with their terms.On March 31, 2025, pursuant to the terms of the Company Certificate, an aggregate of 181,125 shares of Class B common stock held by Sponsor were automatically converted into 1,811 shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by adding the following:On April 16, 2025 (the "Closing Date"), pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.In connection with the Merger and pursuant to the terms of the Company Certificate, on April 15, 2025, each share of Class B common stock then outstanding, including all 543,375 shares of Class B common stock beneficially owned by the Reporting Persons, was automatically converted into 2,885,853 shares of Common Stock in accordance with the terms of the Company Certificate.On the Closing Date, immediately prior to the Effective Time and pursuant to the Merger Agreement, each then-outstanding February RSU and June RSU automatically converted into the right to receive, without interest and subject to any applicable withholding taxes, the product of (a) the aggregate number of shares of Common Stock underlying such award and (b) the Merger Consideration.On the Closing Date, at the Effective Time and pursuant to the Merger Agreement each share of Common Stock beneficially owned by the Reporting Persons (including those shares issued upon conversion of the Class B common stock on April 15, 2025) was automatically canceled and converted into the right to receive the Merger Consideration.At the Effective Time, pursuant to the terms of the Merger Agreement, Robert Bernard, the Class B Director and an employee of an affiliate of the Reporting Persons, ceased serving on the Issuer's board of directors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (e) of the Schedule 13D are hereby amended and restated as follows:The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 3, 4, and 6 are incorporated by reference in its entirety into this Item 5. | |
| (b) | See Item 5(a) above. | |
| (c) | Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule 13D, has effected any transactions in Common Stock during the past 60 days, except as disclosed herein. | |
| (d) | Not applicable. | |
| (e) | 04/16/2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented by adding the following:The information set forth in Item 4 of Amendment No. 3 is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the 13D is hereby supplemented by adding the following:K.Schedule I to Amendment No. 3 - Directors and Executive Officers of CBRE Group, Inc. and CBRE Services, Inc. | ||
| 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.
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