4//SEC Filing
CBRE SERVICES, INC. 4
Accession 0000950170-25-055975
CIK 0001828723operating
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 9:24 PM ET
Size
15.5 KB
Accession
0000950170-25-055975
Insider Transaction Report
Form 4
CBRE Acquisition Sponsor, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2025-04-16−27,489,897→ 0 total(indirect: By LLC) - Exercise/Conversion
Class A Common Stock
2025-04-15+2,885,853→ 27,489,897 total(indirect: By LLC) - Exercise/Conversion
Class B Common Stock
2025-04-15−543,375→ 0 total(indirect: By LLC)→ Class A Common Stock (2,885,853 underlying)
CBRE SERVICES, INC.
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2025-04-15+2,885,853→ 27,489,897 total(indirect: By LLC) - Exercise/Conversion
Class B Common Stock
2025-04-15−543,375→ 0 total(indirect: By LLC)→ Class A Common Stock (2,885,853 underlying) - Disposition to Issuer
Class A Common Stock
2025-04-16−27,489,897→ 0 total(indirect: By LLC)
CBRE GROUP, INC.
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2025-04-15+2,885,853→ 27,489,897 total(indirect: By LLC) - Exercise/Conversion
Class B Common Stock
2025-04-15−543,375→ 0 total(indirect: By LLC)→ Class A Common Stock (2,885,853 underlying) - Disposition to Issuer
Class A Common Stock
2025-04-16−27,489,897→ 0 total(indirect: By LLC)
Footnotes (4)
- [F1]On April 16, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 5, 2025, by and among Altus Power, Inc. (the "Issuer"), Avenger Parent, Inc. ("Avenger") and Avenger Merger Sub, Inc., a wholly owned subsidiary of Avenger ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer became a wholly owned subsidiary of Avenger upon consummation of the merger (the "Effective Time").
- [F2]In connection with the Merger and pursuant to the terms of the Third Amended and Restated Certificate of Incorporation of the Issuer (the "Company Certificate"), on April 15, 2025, which was the business day immediately prior to the Effective Time, each share of the Class B common stock of the Issuer (the "Class B Common Stock") then issued and outstanding was automatically converted into shares of the Class A Common Stock of the Issuer (the "Class A Common Stock") in accordance with the terms of, and subject to the limitations set forth in, the Company Certificate. In connection with the foregoing, 543,375 shares of Class B Common Stock beneficially owned by the Reporting Persons were converted into 2,885,853 shares of Class A Common Stock.
- [F3]Represents securities directly held by CBRE Acquisition Sponsor, LLC ("CBRE Sponsor"). The sole member of CBRE Sponsor is CBRE Services, Inc., which is a wholly-owned subsidiary of CBRE Group, Inc., a publicly traded company.
- [F4]At the Effective Time, each (i) outstanding share of the Class A Common Stock was automatically converted into the right to receive $5.00 in cash (the "Merger Consideration") and (ii) outstanding award of restricted stock units automatically converted into the right to receive, without interest and subject to applicable withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award and (b) the Merger Consideration, subject to applicable vesting terms.
Documents
Issuer
Altus Power, Inc.
CIK 0001828723
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000852203
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 9:24 PM ET
- Size
- 15.5 KB