4//SEC Filing
ValueAct Capital Management, L.P. 4
Accession 0001418812-22-000024
CIK 0001828723other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 6:46 PM ET
Size
26.8 KB
Accession
0001418812-22-000024
Insider Transaction Report
Form 4
Coyne Sarah
Director
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.)
Holdings
- 17,500
Class A Common Stock
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
VA Partners I, LLC
DirectorOther
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.)
Holdings
- 17,500
Class A Common Stock
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
ValueAct Holdings II, L.P.
DirectorOther
Transactions
- Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.) - Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying)
Holdings
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - 17,500
Class A Common Stock
ValueAct Holdings, L.P.
DirectorOther
Transactions
- Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.) - Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying)
Holdings
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - 17,500
Class A Common Stock
ValueAct Holdings GP, LLC
DirectorOther
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.)
Holdings
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - 17,500
Class A Common Stock
ValueAct Capital Management, LLC
DirectorOther
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.)
Holdings
- 17,500
Class A Common Stock
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying)
ValueAct Capital Master Fund, L.P.
DirectorOther
Transactions
- Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.) - Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying)
Holdings
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - 17,500
Class A Common Stock
ValueAct Capital Management, L.P.
DirectorOther
Transactions
- Exercise/Conversion
Class B Common Stock
2022-03-31−2,012.5→ 12,075 total(indirect: See footnotes.)→ Class A Common Stock (20 underlying) - Exercise/Conversion
Class A Common Stock
2022-03-31+20→ 4,000,020 total(indirect: See footnotes.)
Holdings
- 18,417(indirect: See footnotes.)
Warrants (Right to Buy)
Exp: 2026-12-09→ Class A Common Stock (18,417 underlying) - 17,500
Class A Common Stock
Footnotes (6)
- [F1]Pursuant to the terms of the Class B common stock of the Issuer (the "Class B Common Stock"), of which an aggregate of 1,207,500 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 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.
- [F2]On the last day of the measurement period ending on March 31, 2022 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.
- [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]The ValueAct entities referred to in this footnote 5 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.
- [F6]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
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 6:46 PM ET
- Size
- 26.8 KB