Amendment: SEC Form SCHEDULE 13D/A filed by Altus Power Inc.
$AMPS
Electric Utilities: Central
Utilities
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Altus Power, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
02217A102 (CUSIP Number) |
Lars Norell c/o Street Captial, 1 Park Avenue, Old Greenwich, CT, 06870 203-637-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
NORELL LARS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,598,766.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares listed in rows 7 and 9 include 6,476,118 shares held by Start Capital LLC, for which Mr. Norell is the managing member.
The percentage in line 13 is calculated based upon 159,999,752 shares of the issuers Class A Common Stock reported to be outstanding as of February 5, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Altus Power, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2200 ATLANTIC STREET, 6TH FLOOR, 2200 ATLANTIC STREET, 6TH FLOOR, STAMFORD,
CONNECTICUT
, 06902. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by Lars Norell relating to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of Altus Power, Inc., a Delaware corporation (the "Issuer"), on December 10, 2021, as amended by Amendment No. 1 filed with the SEC on December 31, 2024 (the "Schedule D"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 2 is being filed by Lars Norell (the "Reporting Person"). | |
| (b) | The business address for the Reporting Person is c/o Start Capital LLC, 1 Park Avenue, Old Greenwich, CT 06870. | |
| (c) | The Reporting Person is the Manager of Start Capital LLC, an investment company with offices at 1 Park Avenue, Old Greenwich, CT 06870. | |
| (d) | During the past five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Person sold an aggregate of 11,094,547 shares of Common Stock in the open market in a series of transactions between February 6 and February 11, 2025.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
Reference to percentage of ownership of the Common Stock in this Amendment No. 2 is based on 159,999,752 shares of Common Stock outstanding as of February 5, 2025, as reported in the Agreement and Plan of Merger dated as of February 5, 2025, by and among the Issuer, Avenger Parent, Inc. ("Parent"), and Avenger Merger Sub, Inc., a wholly owned subsidiary of Parent.
As of the date of this Amendment No. 2, Mr. Norell is the beneficial owner of 6,598,766 shares of Common Stock (approximately 4.124% of the outstanding Common Stock), 122,648 of which are held directly and 6,476,118 of which are held by Start Capital LLC, for which the Reporting Person is the managing member. Excludes shares held in trusts for the benefit of his children, over which a third party has sole voting and dispositive power.
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| (b) | Mr. Norell has sole voting and dispositive power over the shares beneficially owned by him. | |
| (c) | The following transactions have occurred within the last 60 days:
Date Of Sale Number of Price Per Notes
Shares Share
02/06/2025 12,482 $4.90 (1)
02/02/2025 7,987,518 $4.869 (2)
02/10/2025 1,646,936 $4.865 (3)
02/11/2025 1,447,611 $4.865
(1) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $4.87 to $4.90.
(2) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $4.86 to $4.88.
(3) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $4.86 to $4.87.
All of the above transactions were made in open market transactions. | |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock as of February 11, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Limited Power of Attorney (incorporated herein by reference to Exhibit No. 99.1 filed with the Schedule 13D/A on December 31, 2024.) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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