Sarah Coyne - Feb 15, 2022 Form 4 Insider Report for Altus Power, Inc. (AMPS)

Signature
By:/s/ Sarah Coyne
Stock symbol
AMPS
Transactions as of
Feb 15, 2022
Transactions value $
$0
Form type
4
Date filed
2/17/2022, 07:58 PM
Previous filing
Dec 13, 2021
Next filing
Apr 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMPS Class A Common Stock Award $0 +17.5K $0.00 17.5K Feb 15, 2022 Direct F1, F2, F3
holding AMPS Class A Common Stock 4M Feb 15, 2022 See footnotes. F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding AMPS Class B Common Stock 14.1K Feb 15, 2022 Class A Common Stock 146K See footnotes. F2, F3, F5, F6
holding AMPS Warrants (Right to Buy) 18.4K Feb 15, 2022 Class A Common Stock 18.4K See footnotes. F2, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to an Amended 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) 7,500 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.
F2 The ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Sarah Coyne 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.
F3 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.
F4 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.
F5 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, 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.
F6 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.
F7 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 Persons in connection with the initial public offering of CBRE Acquisition Holdings, Inc.

Remarks:

-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. -Sarah Coyne, a Vice President at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.