CBRE GROUP, INC. — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBRE GROUP, INC. (CBG)
CIK: 0001138118
Period of Report: 2017-05-19

Reporting Person: Boze Brandon (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Holdings, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: VA Partners I, LLC (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, 10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	Class A Common Stock	A	4453	—	Acquired	9683	Direct
2017-05-23	Class A Common Stock	J	5230	—	Disposed	4453	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	34378480	Indirect

Footnotes

F1: The restricted stock unit award reported hereunder was made pursuant to the Issuer's Outside Director Compensation Policy. The award vests in full on the earlier of May 19, 2018 or the Issuer's next annual meeting of stockholders.

F2: Brandon B. Boze, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. The securities reported herein were awarded to Mr. Boze pursuant to the Issuer's Director compensation policy. Under an agreement with the ValueAct Capital entities in footnote 5, Brandon B. Boze is deemed to hold stock awards from the Issuer for the benefit of the limited partners of ValueAct Capital Master Fund, L.P.

F3: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: Mr. Boze is transferring to the name of ValueAct Capital Master Fund, L.P. the vested stock previously awarded to Mr. Boze on May 13, 2016.

F5: The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.