CBRE Acquisition Sponsor Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CBRE Acquisition Sponsor, LLC

(Last) (First) (Middle)

C/O CBRE GROUP, INC.

2100 MCKINNEY AVENUE SUITE 1250

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2021

3. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc. [ AMPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	22,000,000	I	Held through CBRE Acquisition Sponsor, LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	(2)	Class A Common Stock	13,136,973(2)(3)	(2)(3)	I	Held through CBRE Acquisition Sponsor, LLC(1)
Warrants (Right to Buy)	(4)	12/09/2026	Class A Common Stock	9,237,749	11	I	Held through CBRE Acquisition Sponsor, LLC(1)

1. Name and Address of Reporting Person^*

CBRE Acquisition Sponsor, LLC

(Last) (First) (Middle)

C/O CBRE GROUP, INC.

2100 MCKINNEY AVENUE SUITE 1250

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CBRE SERVICES, INC.

(Last) (First) (Middle)

C/O CBRE GROUP, INC.

2100 MCKINNEY AVENUE SUITE 1250

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CBRE GROUP, INC.

(Last) (First) (Middle)

2100 MCKINNEY AVENUE SUITE 1250

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. On December 9, 2021, CBRE Acquisition Holdings, Inc. completed a business combination with Altus Power, Inc. (the "Business Combination"), and CBRE Acquisition Holdings, Inc. changed its name to Altus Power, Inc. (the "Issuer"). 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 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.

3. CBRE Sponsor holds 1,267,875 shares of Class B Common Stock and 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 held by CBRE Sponsor based on its proportionate ownership of shares of Class B Common Stock.

4. 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.

Remarks:

	CBRE ACQUISITION SPONSOR, LLC, By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Global Group President, Chief Financial, Officer and Chief Investment Officer	12/13/2021
	CBRE SERVICES, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Global Group President, Chief Financial, Officer and Chief Investment Officer	12/13/2021
	CBRE GROUP, INC., By: /s/ Emma E. Giamartino, Name: Emma E. Giamartino, Title: Global Group President, Chief Financial, Officer and Chief Investment Officer	12/13/2021
	** Signature of Reporting Person	Date
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