Cbre Group Inc. (CBG): ValueAct Capital Raises Stake, Signs $250 Million Purchase Agreement With Goldman Sachs

Page 9 of 16 – SEC Filing

SCHEDULE 13D
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CUSIP NO. 00724F101 Page 9 of 16
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respect to the Common Stock.

Additionally, on September 15, 2016, the Reporting Person and Goldman,
Sachs & Co. (“Goldman Sachs”) entered into a Purchase Agreement (the “10b-5
Plan”), pursuant to which Goldman Sachs will buy, for the account of the
Reporting Person, up to $250 million of the Issuer’s common stock. Purchases
under the 10b-5 Plan can commence as early as September 19, 2016 and will
terminate no later than March 19, 2017 (the “Plan Period”) on the New York
Stock Exchange. The number of shares of common stock purchased each day by
Goldman Sachs during the Plan Period will be initially based upon the
reported price of the opening reported market transaction in the common
stock, and may be increased or decreased in connection with a corresponding
decrease or increase in the market price of such stock.

Item 5. Interest in Securities of the Issuer

The responses to Items 3, 4 and 6 of this Schedule 13D are
incorporated herein by reference.

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner
of 34,620,054 shares of Common Stock, representing approximately 10.3% of the
Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 34,620,054 shares of Common Stock, representing approximately
10.3% of the Issuer’s outstanding Common Stock.

All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 335,618,448 outstanding shares of Common Stock as
reported in the Issuer’s Form 10-Q for the quarterly period ended June 30,
2016.