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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Units of TerraForm Power, LLC | (6) | 10/16/2017 | S | 48,202,310 | (6) | (6) | Class A Common Stock | 48,202,310 | $ 0 | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SUNEDISON, INC. TWO CITYPLACE DRIVE, SUITE 200 ST. LOUIS, MO 63141 |
X | |||
SunEdison Holdings Corp TWO CITYPLACE DRIVE, SUITE 200 ST. LOUIS, MO 63141 |
X |
/s/ John S. Dubel, on behalf of the reporting person | 11/15/2017 | |
**Signature of Reporting Person | Date | |
/s/ John S. Dubel, on behalf of the reporting person | 11/15/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares of Class A Common Stock of TerraForm Power, Inc. issued upon exchange of Class B Common Stock of TerraForm Power, Inc. and Class B units of TerraForm Power, LLC. |
(2) | Represents shares directly owned by SunEdison Holdings Corporation and SUNE ML 1, LLC and indirectly owned by SunEdison, Inc., which as the parent of SunEdison Holdings Corporation and SUNE ML, LLC has shared voting and dispositive power over such shares. |
(3) | Represents shares of Class A Common Stock received pursuant to a settlement agreement with the issuer and its affiliates. |
(4) | Shares disposed include the pro rata portion of shares of Class A Common Stock directly owned by the filer, SunEdison Holdings Corporation and SUNE ML 1, LLC immediately prior to such disposition. |
(5) | In connection with the merger and other transactions set forth in the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc., for each share of Class A common stock held by the filer, the filer was given the option to elect to receive either $9.52 per share or to retain a share of Class A common stock, subject to proration. On October 16, 2017, after taking into account the applicable proration, the reporting persons retained 34,273,879 shares of Class A common stock and 20,435,852 shares were converted into the right to receive cash consideration. |
(6) | The Class B Units of TerraForm Power, LLC were exchangeable, together with Class B Common Stock of TerraForm Power, Inc., for Class A Common Stock of TerraForm Power, Inc. on a 1 for 1 basis. |