Ameresco, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2012-01-03

Reporting Person: Spence Andrew B (VP and Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Class A Common Stock	M	20000	$0.88	Acquired	20000	Direct
2012-01-03	Class A Common Stock	S	20000	$13.7077	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Stock Option (right to purchase)	$0.88	M	20000	Disposed	2012-04-22	Class A Common Stock (20000)	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 March 1, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.54 to $14.05,
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.

F3: Of the shares subject to the option, 20% vested on April 22, 2003, and the remainder vested in 16 equal quarterly installments thereafter.