4//SEC Filing
Felton Gregg J 4
Accession 0000950170-25-054923
CIK 0001828723other
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 6:22 PM ET
Size
18.2 KB
Accession
0000950170-25-054923
Insider Transaction Report
Form 4
Felton Gregg J
DirectorCO-FOUNDER, CEO & PRESIDENT10% Owner
Transactions
- Other
Class A Common Stock
2025-04-16−9,684,603→ 2,360,000 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2025-04-16−1,359,148→ 2,596,170 total - Disposition to Issuer
Class A Common Stock
2025-04-16−2,596,170→ 0 total - Disposition to Issuer
Performance Stock Unit
2025-04-16−49,023→ 0 total→ Class A Common Stock (49,023 underlying) - Other
Class A Common Stock
2025-04-16−462,781→ 3,955,318 total - Disposition to Issuer
Performance Stock Unit
2025-04-16−261,942→ 0 total→ Class A Common Stock (261,942 underlying) - Disposition to Issuer
Class A Common Stock
2025-04-16−2,360,000→ 0 total(indirect: By LLC)
Footnotes (8)
- [F1]Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 5, 2025, by and among Altus Power, Inc. (the "Company"), Avenger Parent, Inc. ("Avenger") and Avenger Merger Sub, Inc., a wholly owned subsidiary of Avenger ("Merger Sub"), Merger Sub merged with and into the Company, and the Company became a wholly owned subsidiary of Avenger upon consummation of the merger (the "Effective Time").
- [F2]Immediately prior to the Effective Time, the Reporting Person contributed, assigned, transferred and delivered to Avenger shares of Class A Common Stock in consideration of newly issued equity interests of Avenger, in accordance with the terms of a Rollover Agreement, dated February 5, 2025.
- [F3]At the Effective Time, each outstanding award of restricted stock units was automatically terminated and will be converted into an award that is settled into equity interests of Avenger, subject to applicable terms and conditions.
- [F4]At the Effective Time, each outstanding award of performance stock units ("PSUs") subject to vesting based on the achievement of per share Class A Common Stock price goals was automatically canceled and terminated for no consideration.
- [F5]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.
- [F6]At the Effective Time, each outstanding share of Class A Common Stock was automatically converted into the right to receive $5.00 in cash (the "Merger Consideration").
- [F7]At the Effective Time, each outstanding award of PSUs subject to vesting based on the achievement of relative total stockholder return goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with the Merger Consideration used to determine the Company's percentile rank relative to the applicable peer groups and such performance-based goals deemed to be achieved based on such relative percentile rank as of the date of the Merger Agreement) and (b) the Merger Consideration, subject to applicable vesting terms.
- [F8]At the Effective Time, each outstanding award of PSUs subject to vesting based on the achievement of per share Class A Common Stock price goals and installed solar capacity goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with any per share stock price performance-based goals deemed to be achieved based on the Merger Consideration) by (b) the Merger Consideration, subject to applicable vesting terms.
Documents
Issuer
Altus Power, Inc.
CIK 0001828723
Entity typeother
Related Parties
1- filerCIK 0001590854
Filing Metadata
- Form type
- 4
- Filed
- Apr 15, 8:00 PM ET
- Accepted
- Apr 16, 6:22 PM ET
- Size
- 18.2 KB