SEC Form 4 · accession 0001418812-17-000043
CBRE GROUP, INC. · CBRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | May 19, 2017 | A | 4,453 | $0.00 | A | 9,683 | D | |
| Class A Common StockF2,F3 | May 23, 2017 | J | 5,230 | $0.00 | D | 4,453 | D | |
| Class A Common StockF3,F5 | holding | — | — | — | 34,378,480 | I | See footnotes |
Table II — derivative securities
Explanation of responses
- F1The restricted stock unit award reported hereunder was made pursuant to the Issuer's Outside Director Compensation Policy. The award vests in full on the earlier of May 19, 2018 or the Issuer's next annual meeting of stockholders.
- F2Brandon B. Boze, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. The securities reported herein were awarded to Mr. Boze pursuant to the Issuer's Director compensation policy. Under an agreement with the ValueAct Capital entities in footnote 5, Brandon B. Boze is deemed to hold stock awards from the Issuer for the benefit of the limited partners of ValueAct Capital Master Fund, L.P.
- F3Each 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.
- F4Mr. Boze is transferring to the name of ValueAct Capital Master Fund, L.P. the vested stock previously awarded to Mr. Boze on May 13, 2016.
- F5The 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
Remarks
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Brandon B. Boze, a Partner at ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.