SEC Form 4
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).
1. Name and Address of Reporting Person*
CBRE Acquisition Sponsor, LLC
(Last) (First) (Middle)
C/O CBRE GROUP, INC.
2100 MCKINNEY AVENUE SUITE 1250
(Street)
DALLAS TX 75201
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/31/2023 M(2) 1,811 A (1)(2) 24,556,012 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 (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) 03/31/2023 M(2) 181,125 (1) (1) Class A Common Stock 1,811(2) $0.00 905,625 I Held through CBRE Acquisition Sponsor, LLC(3)
1. Name and Address of Reporting Person*
CBRE Acquisition Sponsor, LLC
(Last) (First) (Middle)
C/O CBRE GROUP, INC.
2100 MCKINNEY AVENUE SUITE 1250
(Street)
DALLAS TX 75201
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CBRE SERVICES, INC.
(Last) (First) (Middle)
C/O CBRE GROUP, INC.
2100 MCKINNEY AVENUE SUITE 1250
(Street)
DALLAS TX 75201
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CBRE GROUP, INC.
(Last) (First) (Middle)
2100 MCKINNEY AVENUE SUITE 1250
(Street)
DALLAS TX 75201
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the terms of the Class B common stock of the Issuer (the "Class B Common Stock"), of which an aggregate of 1,006,250 shares are currently outstanding, on the last day of each measurement period, which will occur annually over seven fiscal years following the completion of the business combination of CBRE Acquisition Holdings, Inc. with Altus Power, Inc., which occurred on December 9, 2021, an aggregate of 201,250 shares of Class B Common Stock will automatically convert, subject to adjustment, into shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), pursuant to a formula based on the stock price of the Class A Common Stock, into an aggregate minimum of 2,013 shares of Class A Common Stock on each conversion date, up to an aggregate maximum of 14,596,637 shares of Class A Common Stock over such seven year period.
2. On the last day of the measurement period ending on March 31, 2023 and pursuant to the formula referenced above, an aggregate of 201,250 shares of Class B Common Stock automatically converted into an aggregate of 2,013 shares of Class A Common Stock. Such conversion of Class B Common Stock applies to each holder of Class B Common Stock on a pro rata basis on the basis of the amounts of such Class B Common Stock held by such holder. In connection with the above, 181,125 shares of Class B Common Stock beneficially owned by the Reporting Persons were converted into 1,811 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.
Remarks:
CBRE ACQUISITION SPONSOR, LLC, By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/03/2023
CBRE SERVICES, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/03/2023
CBRE GROUP, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer 04/03/2023
** 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).
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