ValueAct Holdings, L.P. - 31 Mar 2023 Form 4 Insider Report for Altus Power, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 May 2023, 21:29:07 UTC
Prior SEC filing
09 Mar 2023
Next SEC filing
09 Aug 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory

Key filing fact

ValueAct Holdings, L.P. filed Form 4 for Altus Power, Inc. on 02 May 2023.

Key facts

  • This page summarizes ValueAct Holdings, L.P.'s Form 4 filing for Altus Power, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 02 May 2023, 21:29.

Change

  • Previous filing in this sequence was filed on 09 Mar 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AMPS transaction

Class A Common Stock

Options Exercise

Transaction value
Shares
+20
Change %
+0%
Price
Shares after
4,017,628
Date
31 Mar 2023
Ownership
See footnotes.
Footnotes
F1, F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AMPS transaction Derivative

Class B Common Stock

Options Exercise

Transaction value
$0
Shares
-2,012
Change %
-17%
Price
$0.000000
Shares after
10,062
Date
31 Mar 2023
Ownership
See footnotes.
Underlying class
Class A Common Stock
Underlying amount
20
Exercise price
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Pursuant to the terms of the Class B common stock of the Issuer (the "Class B Common Stock"), 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 of the Issuer (the "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.

Footnote F2

On the last day of the measurement period ending on March 31, 2023 and pursuant to the formula referenced above, an aggregate of 201,250 shares of Class B Common Stock automatically converted into an aggregate of 2,013 shares of Class A Common Stock. Such conversion of Class B Common Stock applies to each holder of Class B Common Stock on a pro rata basis on the basis of the amounts of such Class B Common Stock held by such holder. In connection with the above, 2,012.5 shares of Class B Common Stock beneficially owned by the Reporting Persons were converted into 20 shares of Class A Common Stock.

Footnote 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.

Footnote 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.

SEC 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 Partner 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.

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