Ameresco, Inc. — Director's Dealing 2013

May 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2013-05-13

Reporting Person: Sakellaris George P (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-13	Class A Common Stock	P	10918	$7.6963	Acquired	2260918	Direct
2013-05-14	Class A Common Stock	P	12800	$7.6911	Acquired	2273718	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	925000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.60 to $7.75,
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 (1) and (2) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.629 to $7.75,
inclusive.

F3: Shares held by a trust for the benefit of the reporting person's children, who share reporting person's household. The reporting person may be deemed the beneficial owner of the shares held by the trust. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.