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. 3)
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Altus Power, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
02217A102 (CUSIP Number) |
Gregg Felton 2200 ATLANTIC STREET, 6TH FLOOR, STAMFORD, CT, 06902 (203) 698-0090 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (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
Gregg Felton | ||||||||
| 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)
OO | ||||||||
| 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
0.00 | ||||||||
| 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)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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, STAMFORD,
CONNECTICUT
, 06902. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on December 10, 2021 (as amended, the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Merger Closing
On April 16, 2025 (the "Closing Date"), pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result, at the Effective Time, each of the Reporting Person's (i) outstanding share of Class A Common Stock was automatically converted into the right to receive the Merger Consideration, (ii) outstanding award of restricted stock units was automatically terminated and will be converted into an award that is settled into equity interests of Parent, subject to applicable terms and conditions, (iii) outstanding award of performance stock units ("PSUs") subject to vesting based on the achievement of per share Class A Common Stock price goals was automatically canceled and terminated for no consideration, (iv) outstanding award of PSUs subject to vesting based on the achievement of relative total stockholder return goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with the Merger Consideration used to determine the Company's percentile rank relative to the applicable peer groups and such performance-based goals deemed to be achieved based on such relative percentile rank as of the date of the Merger Agreement) and (b) the Merger Consideration, subject to applicable vesting terms, and (v) outstanding award of PSUs subject to vesting based on the achievement of per share Class A Common Stock price goals and installed solar capacity goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with any per share stock price performance-based goals deemed to be achieved based on the Merger Consideration) by (b) the Merger Consideration, subject to applicable vesting terms.
Rollover Shares
On the Closing Date, immediately prior to the Effective Time and pursuant to the Rollover Agreement, the Reporting Person contributed, assigned, transferred and delivered to Parent 10,389,529 shares of Class A Common Stock in consideration of newly issued equity interests of Parent, in accordance with the terms of the Rollover Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (b) | Items 7-10 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (c) | Other than as described in this Amendment herein, during the past 60 days, the Reporting Person effected the following open market transactions of shares of Class A Common Stock made to satisfy tax withholding obligations of the Reporting Person pursuant to vesting of restricted stock units: (a) 71,161 shares sold for $4.91 per share on February 20, 2025, (b) 83,936 shares sold for $4.95 per share on March 31, 2025 and (c) 87,048 shares sold for $4.96 per share on April 7, 2025. | |
| (d) | Not applicable. | |
| (e) | As of the Closing Date, the Reporting Person ceased to beneficially own any shares of Class A Common Stock. | |
| 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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