Sec Form 4/A Filing - NORELL LARS @ Altus Power, Inc. - 2022-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NORELL LARS
2. Issuer Name and Ticker or Trading Symbol
Altus Power, Inc. [ AMPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CO-FOUNDER CO-CEO CO-PRESIDENT
(Last) (First) (Middle)
C/O ALTUS POWER, INC., 2200 ATLANTIC STREET, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2022
(Street)
STAMFORD, CT06902
4. If Amendment, Date Original Filed (MM/DD/YY)
02/17/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/15/2022 A 3,245,212 ( 1 ) ( 2 ) A $ 0 3,245,212 D
Class A Common Stock 21,774,907 I By Start Capital LLC ( 3 )
Class A Common Stock 2,854,545 I By Start Capital Trust ( 4 )
Class A Common Stock 1,427,272 I By Viola Profectus Trust ( 5 )
Class A Common Stock 1,427,272 I By Excelsior Profectus Trust ( 5 )
Class A Common Stock 1,427,272 I By Latifolia Profectus Trust ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NORELL LARS
C/O ALTUS POWER, INC.
2200 ATLANTIC STREET, 6TH FLOOR
STAMFORD, CT06902
X X CO-FOUNDER CO-CEO CO-PRESIDENT
Signatures
/s/ Sophia Lee, as Attorney-in-Fact 04/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 3,245,212 restricted stock units ("RSUs") granted to the Reporting Person on the transaction date pursuant to the Altus Power, Inc. 2021 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Common Stock. The RSUs are subject the Reporting Person's continued service to the Issuer and vesting as follows: approximately 33.3% vesting on the third anniversary of the grant date, approximately 33.3% vesting on the fourth anniversary of the grant date, and approximately 33.4% of these RSUs vesting on the fifth anniversary of the grant date, with 2,596,170 of such RSUs further conditioned upon a stock price performance hurdle which will be satisfied if the stock price attains25% annual compound annual growth rate measured based on an initial value of $10.00 per Share (i.e. on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $14, $18, and $22, respectively).
( 2 )This Form 4/A amends the Form 4 filed by the Reporting Person on February 17, 2022, which was subsequently amended on April 19, 2023, solely to reflect the amendment of the stock price performance hurdles set forth in footnote (1) as approved by the compensation committee of the Issuer on March 28, 2024.
( 3 )Shares held by Start Capital 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.
( 4 )Shares held by Start Capital Trust, for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.
( 5 )Shares held in an irrevocable trust for the benefit of the Reporting Person's child. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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