Sec Form 4/A Filing - Su Jane @ CBRE GROUP, INC. - 2013-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Su Jane
2. Issuer Name and Ticker or Trading Symbol
CBRE GROUP, INC. [ CBG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BLUM CAPITAL PARTNERS, L.P., 909 MONTGOMERY ST., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2013
(Street)
SAN FRANCISCO, CA94133
4. If Amendment, Date Original Filed (MM/DD/YY)
08/16/2013
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/14/2013 D( 1 ) 1,320 D $ 0 1,495 D ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Su Jane
BLUM CAPITAL PARTNERS, L.P.
909 MONTGOMERY ST., SUITE 400
SAN FRANCISCO, CA94133
X
Signatures
/s/ Jane J. Su 10/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A total of 1,320 restricted shares of common stock were issued on May 11, 2011 pursuant to the Issuer's Director compensation policy and were to be fully vested as of May 11, 2014. The original Form 4 incorrectly reported a forfeiture of 440 restricted shares, however, the entire 1,320 restricted shares were forfeited as a result of Ms. Su's resignation from the board of the Issuer.
( 2 )These securities were granted to Jane J. Su who is a former director of the Issuer. Ms. Su is a former managing partner of Blum Capital Partners, L.P. ("Blum LP"). Ms. Su is a former managing member of Blum Strategic GP II, L.L.C., the general partner of Blum Strategic Partners II, L.P. and the managing limited partner of Blum Strategic Partners II GmbH & Co. KG. She is also a former managing member of Blum Strategic GP III, L.L.C. which serves as general partner of Blum Strategic GP III, L.P. which, in turn, serves as the general partner of Blum Strategic Partners III, L.P. and she is also a former managing member of Blum Strategic GP IV, L.L.C., which serves as general partner of Blum Strategic GP IV, L.P. which, in turn, serves as the general partner of Blum Strategic Partners IV, L.P. (Cont'd in Footnote 3)
( 3 )(Cont'd from Footnote 2) Under each of these partnership agreements, Ms. Su was deemed to hold each partnership's pro rata share of the securities for the benefit of each partnership, and each partnership was entitled to a pro rata portion of the securities issued. Accordingly, each partnership was deemed to be the indirect beneficial owners of the securities to the extent of their pro rata interest therein, and each of Blum LP, Blum Strategic GP II, L.L.C., Blum Strategic GP III, L.L.C., Blum Strategic GP IV, L.L.C. and Ms. Su were deemed to be indirect beneficial owners of the securities. Pursuant to Ms. Su's resignation from the Issuer's Board of Directors, each of Blum LP, Blum Strategic GP II, L.L.C., Blum Strategic GP III, L.L.C., Blum Strategic GP IV, L.L.C. forfeits any indirect beneficial ownership of the reported securities.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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