Ameresco, Inc. — Director's Dealing 2014

Jul 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2014-07-18

Reporting Person: Iusi Mario (President, Ameresco Canada)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-18	Class A Common Stock	M	101731	$2.75	Acquired	101731	Direct
2014-07-18	Class A Common Stock	S	101731	$6.82	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-18	Stock Option (right to buy)	$2.75	M	101731	Disposed	2014-07-20	Class A Common Stock (101731)	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 19, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.76 to $6.88,
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 this footnote 2 to this Form 4.

F3: Of the shares subject to the option, 20% vested on July 20, 2005, and the remainder vest on each of the subsequent four anniversaries of such date.