SEC FORM 4

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^*

WHITE W BRETT

(Last)

(First)

(Middle)

11150 SANTA MONICA BLVD.

SUITE 1600

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CBRE GROUP, INC. [ CBG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2012		M		303,755	A	$0⁽¹⁾	654,480	D
Class A Common Stock	11/30/2012		D⁽²⁾		85,831	D	$0.0000	568,649	D
Class A Common Stock	12/03/2012		A⁽³⁾		1,752	A	$0.0000	570,401	D
Class A Common Stock	12/03/2012		S⁽⁴⁾		750	D	$18.7817	569,651	D
Class A Common Stock	12/03/2012		S⁽⁴⁾		128,000	D	$18.8671⁽⁵⁾	441,651	D
Class A Common Stock	12/03/2012		S		136,144	D	$18.7516⁽⁶⁾	305,507	D
Class A Common Stock								10	I	By Son
Class A Common Stock								1,525	I	By White Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	11/30/2012		D			248,527	⁽⁸⁾	03/04/2020	Class A Common Stock	248,527	$0.0000	303,755	D
Restricted Stock Units	⁽⁷⁾	11/30/2012		M			303,755	⁽⁹⁾	03/04/2020	Class A Common Stock	303,755	$0.0000	0.0000	D

Explanation of Responses:

1. These 303,755 shares of common stock were issued and the reporting person deferred the receipt of such shares to March 4, 2015 in accordance with his Special Retention Award Restricted Stock Unit Agreement with the Issuer, dated March 4, 2010 (the "RSU Agreement").

2. Pursuant to the Transition Agreement between the reporting person and the Issuer dated May 15, 2012 (the "Transition Agreement"), all remaining unvested shares from the September 8, 2011 restricted stock award were forfeited as of the date of the reporting person's retirement.

3. The restricted stock unit award reported hereunder was made pursuant to the Issuer's Director Compensation Policy. The award vests in full on the earlier of the one-year anniversary of grant or the next annual meeting of stockholders.

4. These shares were sold to satisfy the reporting person's obligation upon vesting of restricted stock previously granted.

5. This transaction was executed in multiple trades at prices ranging from $18.7405 to $19.01. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range.

6. This transaction was executed in multiple trades at prices ranging from $18.72 to $18.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range.

7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

8. These restricted stock units were forfeited as a result of the reporting person's retirement. They would have otherwise vested in full on March 4, 2015, subject to accelerated vesting or forfeiture under certain circumstances as specifically provided in the RSU Agreement.

9. Pursuant to the Transition Agreement, these restricted stock units issued pursuant to the RSU Agreement were deemed 33/60th vested on the date of the reporting person's retirement, and were converted to shares that will be delivered on March 4, 2015 in accordance with the terms of the RSU Agreement.

	Laurence H. Midler, Attorney-In-Fact	12/04/2012
	** 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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