Gregg J. Felton - Apr 16, 2025 Form 4 Insider Report for Altus Power, Inc. (AMPS)

Role: Co-Founder, CEO & President, Director, 10%+ Owner
Signature: /s/ Sophia Lee, as Attorney-in-Fact
Stock symbol: AMPS
Transactions as of: Apr 16, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/16/2025, 06:22 PM
Previous filing: Apr 11, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMPS	Class A Common Stock	Other		-463K	-10.47%		3.96M	Apr 16, 2025	Direct	F1, F2
transaction	AMPS	Class A Common Stock	Disposed to Issuer		-1.36M	-34.36%		2.6M	Apr 16, 2025	Direct	F1, F3
transaction	AMPS	Class A Common Stock	Disposed to Issuer		-2.6M	-100%		0	Apr 16, 2025	Direct	F1, F4
transaction	AMPS	Class A Common Stock	Other		-9.68M	-80.41%		2.36M	Apr 16, 2025	By Felton Asset Management LLC	F1, F2, F5
transaction	AMPS	Class A Common Stock	Disposed to Issuer		-2.36M	-100%		0	Apr 16, 2025	By Felton Asset Management LLC	F1, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AMPS	Performance Stock Unit	Disposed to Issuer		-262K	-100%		0	Apr 16, 2025	Class A Common Stock	262K		Direct	F1, F7
transaction	AMPS	Performance Stock Unit	Disposed to Issuer		-49K	-100%		0	Apr 16, 2025	Class A Common Stock	49K		Direct	F1, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gregg J. Felton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 5, 2025, by and among Altus Power, Inc. (the "Company"), Avenger Parent, Inc. ("Avenger") and Avenger Merger Sub, Inc., a wholly owned subsidiary of Avenger ("Merger Sub"), Merger Sub merged with and into the Company, and the Company became a wholly owned subsidiary of Avenger upon consummation of the merger (the "Effective Time").
F2	Immediately prior to the Effective Time, the Reporting Person contributed, assigned, transferred and delivered to Avenger shares of Class A Common Stock in consideration of newly issued equity interests of Avenger, in accordance with the terms of a Rollover Agreement, dated February 5, 2025.
F3	At the Effective Time, each outstanding award of restricted stock units was automatically terminated and will be converted into an award that is settled into equity interests of Avenger, subject to applicable terms and conditions.
F4	At the Effective Time, each outstanding award of performance stock units ("PSUs") subject to vesting based on the achievement of per share Class A Common Stock price goals was automatically canceled and terminated for no consideration.
F5	Shares held by Felton Asset Management LLC, of which the Reporting Person is the managing member. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F6	At the Effective Time, each outstanding share of Class A Common Stock was automatically converted into the right to receive $5.00 in cash (the "Merger Consideration").
F7	At the Effective Time, each outstanding award of PSUs subject to vesting based on the achievement of relative total stockholder return goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with the Merger Consideration used to determine the Company's percentile rank relative to the applicable peer groups and such performance-based goals deemed to be achieved based on such relative percentile rank as of the date of the Merger Agreement) and (b) the Merger Consideration, subject to applicable vesting terms.
F8	At the Effective Time, each outstanding award of PSUs subject to vesting based on the achievement of per share Class A Common Stock price goals and installed solar capacity goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with any per share stock price performance-based goals deemed to be achieved based on the Merger Consideration) by (b) the Merger Consideration, subject to applicable vesting terms.