Ameresco, Inc. — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ameresco, Inc. (AMRC)
CIK: 0001488139
Period of Report: 2015-05-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Class A Common Stock	P	64446	$6.549	Acquired	2885072	Direct
2015-05-12	Class A Common Stock	P	11769	$6.666	Acquired	2896841	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 purchased in multiple transactions at prices ranging from $6.53 to $6.59, 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 purchased 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 purchased in multiple transactions at prices ranging from $6.49 to $6.80, 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.