Statement of Changes in Beneficial Ownership (4)
14 12월 2021 - 7:31AM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Hodari Jamie |
2. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc.
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AMPS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CBRE GROUP, INC., 2100 MCKINNEY AVENUE, SUITE 1250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2021 |
(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 Stock | (1) | 12/9/2021 | | D (2) | | | 6037.5 | (1) | (1) | Class A Common Stock | 145966 (1)(3) | (1)(3) | 14087.5 | I | See footnote (5) |
Warrants (Right to Buy) | (4) | 12/9/2021 | | J (4) | | 18417 | | (4) | 12/9/2026 | Class A Common Stock | 18417 | $11.00 | 18417 | I | See footnote (5) |
Explanation of Responses: |
(1) | On December 9, 2021, CBRE Acquisition Holdings, Inc. completed a business combination with Altus Power, Inc. (the "Business Combination"), and CBRE Acquisition Holdings, Inc. changed its name to Altus Power, Inc. (the "Issuer"). Pursuant to the terms of the Class B common stock of the Issuer (the "Class B Common Stock"), of which an aggregate of 1,408,750 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, 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) | Represents a disposition of Class B Common Stock pursuant to the terms of the Class B Letter Agreement, dated July 12, 2021, pursuant to which CBRE Acquisition Sponsor, LLC and certain other persons, including the Reporting Person, agreed to forfeit a specified number of shares of Class B Common Stock, effective upon the closing of the Business Combination. |
(3) | The number of shares of Class A Common Stock reported as underlying such shares of Class B Common Stock in the Table above represents the approximate maximum number of shares of Class A Common Stock that may be delivered with respect to shares of Class B Common Stock reported above by the Reporting Person based on proportionate ownership of shares of Class B Common Stock. |
(4) | Each Warrant is initially exercisable for one share of Class A Common Stock at an exercise price of $11.00 per share, subject to certain adjustments. The Warrants become exercisable on January 8, 2022, 30 days after the Issuer completed its Business Combination, and expire five years after completion of the Business Combination or earlier upon redemption or liquidation. The Warrants were acquired by the Reporting Person in connection with the initial public offering of CBRE Acquisition Holdings, Inc. |
(5) | Represents securities held by Pine Ridge 287, LLC. The Reporting Person disclaims beneficial ownership of the securities held by such limited liability company, except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hodari Jamie C/O CBRE GROUP, INC. 2100 MCKINNEY AVENUE, SUITE 1250 DALLAS, TX 75201 | X |
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Signatures
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/s/ Cindy Kee, as Attorney-in-Fact | | 12/13/2021 |
**Signature of Reporting Person | Date |
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