CBRE Acquisition Sponsor, LLC - Apr 15, 2025 Form 4 Insider Report for Altus Power, Inc. (AMPS)

Signature
CBRE ACQUISITION SPONSOR, LLC, By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Chief Financial Officer
Stock symbol
AMPS
Transactions as of
Apr 15, 2025
Transactions value $
$0
Form type
4
Date filed
4/18/2025, 09:24 PM
Previous filing
Apr 2, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMPS Class A Common Stock Options Exercise +2.89M +11.73% 27.5M Apr 15, 2025 Held through CBRE Acquisition Sponsor, LLC F1, F2, F3
transaction AMPS Class A Common Stock Disposed to Issuer -27.5M -100% 0 Apr 16, 2025 Held through CBRE Acquisition Sponsor, LLC F1, F2, F3, F4

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 Class B Common Stock Options Exercise $0 -543K -100% $0.00 0 Apr 15, 2025 Class A Common Stock 2.89M Held through CBRE Acquisition Sponsor, LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

CBRE Acquisition Sponsor, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 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.