Sec Form 4 Filing - CBRE Acquisition Sponsor, LLC @ Altus Power, Inc. - 2025-04-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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
CBRE Acquisition Sponsor, LLC
2. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc. [ AMPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CBRE GROUP, INC., 2121 NORTH PEARL STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2025
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 27,489,897 I Held through CBRE Acquisition Sponsor, LLC ( 3 )
Class A Common Stock 04/16/2025 D 27,489,897 D 0 I Held through CBRE Acquisition Sponsor, LLC ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Sto ck ( 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CBRE Acquisition Sponsor, LLC
C/O CBRE GROUP, INC.
2121 NORTH PEARL STREET, SUITE 300
DALLAS, TX75201
X X
CBRE SERVICES, INC.
C/O CBRE GROUP, INC.
2121 NORTH PEARL STREET, SUITE 300
DALLAS, TX75201
X X
CBRE GROUP, INC.
C/O CBRE GROUP, INC.
2121 NORTH PEARL STREET, SUITE 300
DALLAS, TX75201
X X
Signatures
CBRE ACQUISITION SPONSOR, LLC, By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/18/2025
Signature of Reporting Person Date
CBRE SERVICES, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/18/2025
Signature of Reporting Person Date
CBRE GROUP, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/18/2025
Signature of Reporting Person Date
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.

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