13D Filing: Brookfield Asset Management Inc. and Terraform Power Inc. (TERP)

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) of the Amended Schedule 13D are hereby amended and restated by deleting them in their entirety and substituting the following in lieu thereof:

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Amended Schedule 13D relates is 75,594,459 shares, constituting 51.00% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 148,224,429 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.

If the Reporting Persons are deemed to be members of a “group,” within the meaning of the Act, such “group” shall be deemed to beneficially own 75,594,459 Class A Shares, which represents 51.00% of the Issuer’s outstanding Class A Shares.

(i) Orion US LP

(a)

As of October 16, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

Orion US LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(ii) Orion US GP

(a)

As of October 16, 2017, Orion US GP may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

Orion US GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(iii) BIF

(a)

As of October 16, 2017, BIF may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

(iv) BAMPIC Canada

(a)

As of October 16, 2017, BAMPIC Canada may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer