SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Felton Gregg J

(Last)

(First)

(Middle)

C/O ALTUS POWER, INC.

2200 ATLANTIC STREET, 6TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc. [ AMPS ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CO-FOUNDER CO-CEO CO-PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/09/2021

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	12/09/2021		A		13,124,603	A	⁽¹⁾⁽²⁾	13,124,603	I	By Felton Asset Management LLC⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. Received pursuant to the Business Combination Agreement, dated as of July 12, 2021 (as amended, the "Merger Agreement"), by and among Altus Power, Inc. (f/k/a CBRE Acquisition Holdings, Inc.) (the "Issuer"), CBAH Merger Sub I, Inc. ("First Merger Sub"), CBAH Merger Sub II, LLC ("Second Merger Sub"), Altus Power America Holdings, LLC, APAM Holdings LLC and Altus Power, Inc. (the "Company"), pursuant to which First Merger Sub merged with and into the Company with the Company continuing as the surviving corporation (the "First Merger"), and immediately thereafter the Company merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination").

2. (Continued from Footnote 1) As a result, the Company became a wholly-owned subsidiary of the Issuer, with the stockholders of the Company becoming stockholders of the Issuer.

3. 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.

4. This Form 4/A amends the Form 4 filed by the Reporting Person on December 9, 2021 (the "Original Form 4"), which inadvertently reported ownership of certain shares as indirectly owned by the Reporting Person. Shares reported herein do not include an aggregate of 10,741,488 shares held by two irrevocable trusts for the benefit of the Reporting Person's children where the Reporting Person is not the trustee and is thus not deemed to be the beneficial owner of the shares held by the irrevocable trusts. This Form 4/A is being filed solely to correct the number of securities reported in column 5 of Table I. No other amendments or changes have been made to the Original Form 4.

	/s/ Sophia Lee, as Attorney-in-Fact	01/20/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.