Ameresco, Inc. — Director's Dealing 2011

Jul 8, 2011

SEC Form 4/A — Form 4/A

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2011-07-01

Reporting Person: DeManche Joseph P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Class A Common Stock	M	15000	$4.22	Acquired	271758	Direct
2011-07-01	Class A Common Stock	S	15000	$14.434	Disposed	256758	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-01	Stock Option (right to purchase)	$4.22	M	15000	Disposed	2017-07-25	Class A Common Stock (15000)	Direct

Footnotes

F1: Due to an administrative error, the reporting person's Form 4 filed on July 5, 2011 mistakenly repeated transaction information for a transaction previously reported on behalf of the reporting person on a Form 4 filed June 2, 2011. This amended Form 4 is being filed to report the correct transaction dates in Table I, column 2 and in Table II, column 3 and sale price information in Table I, column 4, row 2 and footnote (2) for the reporting person's transactions that occurred on July 1, 2011.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 1, 2010.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.13 to $14.81,
inclusive. The reporting person undertakes to provide to Ameresco, Inc., any security holder of Ameresco, Inc., or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

F4: Of the shares subject to the option, 20% vested on July 25, 2008, and the remainder vest in 16 equal installments thereafter.