13D Filing: D. E. Shaw Composite Holdings, L.L.C. and Terraform Power Inc. (TERP)

Introductory Note

This Amendment No. 5 to Schedule 13D is filed by and on behalf
of each of the Reporting Persons to amend and supplement the Schedule 13D related to the Class A common stock, $0.01 par value
per share of TerraForm Power, Inc. (the “Issuer”), previously filed by the Reporting Persons with the SEC on August
25, 2016, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed on October 14, 2016, Amendment No. 2 to the
Schedule 13D filed on October 25, 2016, Amendment No. 3 to the Schedule 13D filed on November 16, 2016, and Amendment No. 4 to
the Schedule 13D filed on December 19, 2016 (as amended, the “Amended Schedule 13D”). Each capitalized term used and
not defined herein shall have the meaning assigned to such term in the Amended Schedule 13D. Except as provided herein, each Item
of the Amended Schedule 13D remains unchanged.

  

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Amended Schedule
13D is hereby amended and supplemented as follows:

(a), (b) 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 elect to receive cash or retain their Common Shares following the consummation of the Merger Transaction.
Following the consummation of the Merger Transaction, none of the Reporting Persons beneficially owns any Common Shares.

(e) On October 16, 2017, following the consummation of the Merger
Transaction, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Common Shares.

 

Item 7.	Material to be filed as Exhibits
Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated March 1, 2017.
Exhibit 3	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated March 1, 2017.