FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Felton Gregg J		 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 ATLANTICSTREET, 6TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2022
(Street)

STAMFORD, CT 06902
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/17/2022 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/15/2022  A  3245212 (1)A$0 3245212 D  
Class A Common Stock         13124603 I By Felton Asset Management LLC (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 attains 25% 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 $19.53, $24.41, $30.51, respectively).
(2) Shares held by Felton Asset Management 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.
(3) This Form 4/A amends the Form 4 filed by the Reporting Person on February 15, 2022 (the "Original Form 4") solely to correct the number of securities reported in column 5 of Table I: (a) to remove an aggregate of 10,741,488 shares held by two irrevocable trusts for the benefit of the Reporting Person's children where the Reporting Person is not the trustee and is thus not deemed to be the beneficial owner of the shares held by the irrevocable trusts; and (b) to correct a typographical error in the number of shares held by Felton Asset Management LLC. No other amendments or changes have been made to the Original Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Felton Gregg J
C/O ALTUS POWER, INC.
2200 ATLANTICSTREET, 6TH FLOOR
STAMFORD, CT 06902		XXCO-FOUNDER CO-CEO CO-PRESIDENT
Signatures
/s/ Sophia Lee, as Attorney-in-Fact1/20/2023
**Signature of Reporting PersonDate
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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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