Ameresco, Inc. — Director's Dealing 2011

Apr 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2011-04-04

Reporting Person: Bakas Michael T (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-04	Class A Common Stock	M	61318	$0.75	Acquired	389444	Direct
2011-04-04	Class A Common Stock	S	61318	$14.495	Disposed	328126	Direct
2011-04-05	Class A Common Stock	M	4345	$0.75	Acquired	332471	Direct
2011-04-05	Class A Common Stock	S	4345	$14.55	Disposed	328126	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-04	Stock Option (right to purchase)	$0.75	M	61318	Disposed	2012-01-23	Class A Common Stock (61318)	Direct
2011-04-05	Stock Option (right to purchase)	$0.75	M	4345	Disposed	2012-01-23	Class A Common Stock (4345)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2010.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.305 to $14.63,
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 ranges set forth in footnotes (2) and (3) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.40 to $14.61,
inclusive.

F4: Of the shares subject to the option, 20% vested on January 23,2003, and the remainder vested in 16 equal quarterly installments thereafter.