0001418812-23-000028.txt : 20230519 0001418812-23-000028.hdr.sgml : 20230519 20230519180344 ACCESSION NUMBER: 0001418812-23-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230517 FILED AS OF DATE: 20230519 DATE AS OF CHANGE: 20230519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941822 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941825 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941824 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941826 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings II, L.P. CENTRAL INDEX KEY: 0001763309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941823 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941820 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941827 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boze Brandon B CENTRAL INDEX KEY: 0001478288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32205 FILM NUMBER: 23941821 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 FORMER NAME: FORMER CONFORMED NAME: Boze Brandon DATE OF NAME CHANGE: 20091208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CBRE GROUP, INC. CENTRAL INDEX KEY: 0001138118 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943391143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-979-6100 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CB RICHARD ELLIS GROUP INC DATE OF NAME CHANGE: 20040217 FORMER COMPANY: FORMER CONFORMED NAME: CBRE HOLDING INC DATE OF NAME CHANGE: 20010411 4 1 primary_doc.xml PRIMARY DOCUMENT X0407 4 2023-05-17 0 0001138118 CBRE GROUP, INC. CBRE 0001478288 Boze Brandon B ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418814 ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001763309 ValueAct Holdings II, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0 Class A Common Stock 2023-05-17 4 A 0 2919 0 A 5703 D Class A Common Stock 2023-05-17 4 J 0 2784 0 D 2919 D Class A Common Stock 9234964 I See footnotes. The restricted stock units reported hereunder were issued pursuant to the Issuer's Director Compensation Policy. This award vests in full on the earlier of May 17, 2024 or the Issuer's next annual meeting of stockholders. The ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Brandon B. Boze is deemed to hold the shares for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Boze is transferring to the name of ValueAct Capital Master Fund, L.P. the vested stock previously awarded to Mr. Boze on May 18, 2022. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P. , (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. , (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. Brandon B. Boze, a member of the management board of ValueAct Holdings GP, LLC, serves as the independent chair of the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. /s/ Brandon B. Boze 2023-05-19 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VA PARTNERS I, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19 VALUEACT HOLDINGS GP, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2023-05-19