13D Filing: Appaloosa Investment Limited Partnership I and Terraform Power Inc. (TERP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549

_________________________

SCHEDULE
13D (Rule 13d-101)

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.  11 )*

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[   ]

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.

*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common Stock (as defined
herein) of the Issuer (as defined herein) outstanding as of October 16, 2017, based on information disclosed by the Issuer in
a Current Report on Form 8-K, filed October 16, 2017.

 ⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common Stock
of the Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K,
filed October 16, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common
Stock of the Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form
8-K, filed October 16, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common
Stock of the Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form
8-K, filed October 16, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common
Stock of the Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form
8-K, filed October 16, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common Stock of the
Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed
October 16, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 148,224,429 shares of Class A Common Stock of the
Issuer outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed
October 16, 2017.

This Amendment No. 11 (this “Amendment No. 11”) to Schedule 13D is being filed by Appaloosa Investment Limited
Partnership I, Palomino Master Ltd., Appaloosa LP, Appaloosa Capital Inc., Appaloosa Management L.P., Appaloosa Partners Inc. and
David A. Tepper to supplement and amend the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”)
on December 2, 2015 (the “initial Schedule 13D”), as amended and supplemented by Amendment No. 1, filed December 8,
2015 (“Amendment No. 1”), Amendment No. 2, filed December 22, 2015 (“Amendment No. 2”), Amendment No. 3,
filed January 8, 2016 (“Amendment No. 3”), Amendment No. 4, filed April 1, 2016 (“Amendment No. 4”), Amendment
No. 5, filed May 13, 2016 (“Amendment No. 5”), Amendment No. 6, filed July 22, 2016 (“Amendment No. 6”),
Amendment No. 7, filed October 19, 2016 (“Amendment No. 7”), Amendment No. 8, filed November 10, 2016 (“Amendment
No. 8”), Amendment No. 9, filed November 18, 2016 (“Amendment No. 9”) and Amendment No. 10, filed March 23, 2016
(“Amendment No. 10”) with respect to beneficial ownership of the shares of Class A common stock, $0.01 par value per
share (the “Class A Common Stock”), of TerraForm Power, Inc., a Delaware corporation (the “Issuer”). The
initial Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10 is referred to herein as the “prior
Schedule 13D”; and the prior Schedule 13D, as amended and supplemented by this Amendment No. 11, is referred to herein as “this Schedule 13D.”

This Amendment No. 11 constitutes an “exit filing” with respect to Appaloosa Investment Limited Partnership I,
Palomino Master Ltd., Appaloosa LP, Appaloosa Capital Inc., Appaloosa Management L.P., Appaloosa Partners Inc., and David A. Tepper
(each a “Reporting Person”, and together, the “Reporting Persons”).

This Amendment No. 11 hereby amends Items 4 and 5 of the
prior Schedule 13D as follows:

ITEM 4.     Purpose of the Transaction.

Item 4 of the prior
Schedule 13D is hereby amended by adding the following to the last paragraph of Item 4 of the prior Schedule 13D:

Consummation of the Merger

On October 16, 2017, the Issuer announced the
closing of its previously announced merger and sponsorship transaction (“Merger Transaction”) pursuant to which stockholders
were given the option to retain their shares of Series A Common Stock or receive cash therefor following the consummation of the
Merger Transaction. Following the consummation of the Merger Transaction, none of the Reporting Persons beneficially owns more
than 5% of the outstanding shares of Class A Common Stock.

ITEM 5.     Interest in Securities
of Issuer.

Subparagraphs (a), (b), (c) and (e) of Item 5 of the prior Schedule 13D are hereby amended and restated in
their entirety to read as follows:

(a) See Items 11 and 13 of the cover pages to this Schedule 13D.

(b) See Items 7 through 10 of the cover pages to this Schedule 13D.

(c) The information set
forth in Item 4 of this Amendment No. 11 is incorporated by reference into Item 5(c) of this Schedule 13D.

Information concerning transactions in the Class A Common Stock effected by the Reporting Persons during the
past sixty days is set forth in Schedule 1 hereto and is incorporated herein by reference. Unless otherwise indicated, all of such
transactions were effected in the open market.

On October 16, 2017,
pursuant to the Transaction Agreement and in connection with the consummation of the
Merger Transaction, 1,698,081 of AILP’s Class A Shares and 1,446,513 of Palomino Master’s Class A Shares converted
into the right to receive the per share cash merger consideration of $9.52.

      (e) Effective October 16, 2017, each of the Reporting Persons ceased to be the beneficial owner of 5% of the
shares of Class A Common Stock.

SIGNATURES

After reasonable inquiry and to the best of
my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE
1

Transactions
of the Reporting Persons Effected
During the Past 60 Days