Ameresco, Inc. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2012-03-05

Reporting Person: Derrington Keith A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Class A Common Stock	M	2726	$2.75	Acquired	2726	Direct
2012-03-05	Class A Common Stock	S	2726	$13.262	Disposed	0	Direct
2012-03-05	Class A Common Stock	M	15000	$3.41	Acquired	15000	Direct
2012-03-05	Class A Common Stock	S	15000	$13.268	Disposed	0	Direct
2012-03-05	Class A Common Stock	M	7274	$2.75	Acquired	7274	Direct
2012-03-05	Class A Common Stock	S	7274	$13.265	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Stock Option (right to purchase)	$2.75	M	2726	Disposed	2014-06-25	Class A Common Stock (2726)	Direct
2012-03-05	Stock Option (right to purchase)	$3.41	M	15000	Disposed	2017-01-24	Class A Common Stock (15000)	Direct
2012-03-05	Stock Option (right to purchase)	$2.75	M	7274	Disposed	2014-06-25	Class A Common Stock (7274)	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 December 8, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.12 to $13.38,
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), (3) and (4) 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 $13.107 to $13.39,
inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.10 to $13.39,
inclusive.

F5: Of the shares subject to the option, 20% vested on June 25, 2005, and the remainder vested in 16 equal quarterly installments thereafter.

F6: Of the shares subject to the option, 20% vested on January 24, 2008 and the remainder vested in 16 equal quarterly installments thereafter.