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*
CONCANNON WILLIAM F

(Last) (First) (Middle)
C/O CBRE GROUP, INC.
2100 MCKINNEY AVENUE, SUITE 1250

(Street)
DALLAS TX 75201

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/15/2022 A 20,500(1) A $0 20,500 D
Class A Common Stock 100,000 I By Family LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) (2) (2) Class A Common Stock 145,966(2)(3) 14,087.5 I By Family LLC
Warrants (Right to Buy) (4) (4) 12/09/2026 Class A Common Stock 18,417 18,417 I By Family LLC
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to a Director Offer Letter agreement, dated December 9, 2021, between the Reporting Person and the Issuer, pursuant to which the Reporting Person will receive RSUs as a portion of the Reporting Person's compensation for services to the Issuer as a Director. Each RSU represents the right to receive one share of Common Stock. The RSUs vest as follows: (i) 10,000 RSUs vest in equal annual installments on each of the first two anniversaries of the consummation of the Issuer's business combination transaction on December 9, 2021 (the "Vesting Commencement Date"); and (ii) 10,500 RSUs vest in full on the first anniversary of the Vesting Commencement Date, in each case subject to the Reporting Person's continued service to the Issuer through each such date.
2. 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 of CBRE Acquisition Holdings, Inc. with Altus Power, Inc., which occurred on December 9, 2021, an aggregate of 201,250 shares of Class B Common Stock will automatically convert, subject to adjustment, into shares of 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.
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 became exercisable on January 8, 2022 and expire on December 9, 2026, or earlier upon redemption or liquidation.
Remarks:
The Reporting Person disclaims beneficial ownership of securities reported herein as indirectly held, except to the extent of his pecuniary interest herein.
/s/ Cindy Kee, as Attorney-in-Fact 02/17/2022
** 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.