4//SEC Filing
ValueAct Capital Management, L.P. 4
Accession 0001418812-21-000070
CIK 0001828723other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 8:27 PM ET
Size
26.7 KB
Accession
0001418812-21-000070
Insider Transaction Report
Form 4
ValueAct Capital Master Fund, L.P.
DirectorOther
Transactions
- Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.) - Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
ValueAct Capital Management, LLC
DirectorOther
Transactions
- Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.) - Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying)
ValueAct Holdings II, L.P.
DirectorOther
Transactions
- Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.)
ValueAct Holdings GP, LLC
DirectorOther
Transactions
- Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying)
Coyne Sarah
Director
Transactions
- Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.) - Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
VA Partners I, LLC
DirectorOther
Transactions
- Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.)
ValueAct Capital Management, L.P.
DirectorOther
Transactions
- Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.) - Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
ValueAct Holdings, L.P.
DirectorOther
Transactions
- Disposition to Issuer
Class B Common Stock
2021-12-09−6,037.5→ 14,087.5 total(indirect: See footnotes.)→ Class A Common Stock (145,966 underlying) - Other
Warrants (Right to Buy)
2021-12-09$11.00/sh+18,417$202,587→ 18,417 total(indirect: See footnotes.)Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - Award
Class A Common Stock
2021-12-09$10.00/sh+4,000,000$40,000,000→ 4,000,000 total(indirect: See footnotes.)
Footnotes (7)
- [F1]Reflects shares of Class A common stock ("Class A Common Stock") acquired pursuant to a subscription agreement as part of a private placement (PIPE) to certain investors in connection with the closing of the business combination of CBRE Acquisition Holdings, Inc. with Altus Power, Inc., which occurred on December 9, 2021 (the "Business Combination"). Following consummation of the Business Combination, CBRE Acquisition Holdings, Inc. changed its name to Altus Power, Inc. (the "Issuer").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Represents a disposition of Class B Common Stock pursuant to the terms of the Class B Letter Agreement, dated July 12, 2021, pursuant to which CBRE Acquisition Sponsor, LLC and certain other persons, including the Reporting Persons, agreed to forfeit a specified number of shares of Class B Common Stock, effective upon the closing of the Business Combination.
- [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.
Documents
Issuer
Altus Power, Inc.
CIK 0001828723
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001351069
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 8:27 PM ET
- Size
- 26.7 KB