Terraform Power Inc. (NASDAQ:TERP): David E. Shaw’s D. E. Shaw filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| D. E. Shaw Composite Holdings | 0 | 0 | 0 | 0 | 0 | 0.0% |
| D. E. Shaw Co. | 0 | 0 | 0 | 0 | 0 | 0.0% |
| D. E. Shaw Co. | 0 | 0 | 0 | 0 | 0 | 0.0% |
| David E. Shaw | 0 | 0 | 0 | 0 | 0 | 0.0% |
Page 1 of 7 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange
Act of 1934
| TerraForm Power, Inc. |
| (Name of Issuer) |
| Class A common stock, $0.01 par value |
| (Title of Class of Securities) |
| 88104R100(1) |
| (CUSIP Number) |
| D. E. Shaw & Co., L.P. |
| Attn: Compliance Department |
| 1166 Avenue of the Americas, 9th Floor |
| New York, NY 10036 |
| 212-478-0000 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| October 16, 2017 |
| (Date of Event which Requires Filing of this Statement) |
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: x
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(1) The CUSIP
Number of the Issuer’s Common Shares was changed to 88104R209 on October 17, 2017, based
on information disclosed by the Issuer in a Current Report on Form 8-K filed on October 17, 2017.
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Page 2 of 7 – SEC Filing
SCHEDULE 13D
| CUSIP No. 88104R100 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw Composite Holdings, L.L.C. FEIN 20-3816265 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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Page 3 of 7 – SEC Filing
| CUSIP No. 88104R100 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw & Co., L.L.C. FEIN 13-3799946 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) AF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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Page 4 of 7 – SEC Filing
| CUSIP No. 88104R100 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw & Co., L.P. FEIN 13-3695715 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) AF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN |
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Page 5 of 7 – SEC Filing
| CUSIP No. 88104R100 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Shaw |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) AF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
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Page 6 of 7 – SEC Filing
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. |
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Page 7 of 7 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement
is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are
attached hereto as Exhibits 2 and 3.
Dated: October 18, 2017
| D. E. Shaw Composite Holdings, L.L.C. | |||
| By: | /s/ Nathan Thomas | ||
| Nathan Thomas | |||
| Authorized Signatory | |||
| D. E. Shaw & Co., L.L.C. | |||
| By: | /s/ Nathan Thomas | ||
| Nathan Thomas | |||
| Authorized Signatory | |||
| D. E. Shaw & Co., L.P. | |||
| By: | /s/ Nathan Thomas | ||
| Nathan Thomas | |||
| Chief Compliance Officer | |||
| David E. Shaw | |||
| By: | /s/ Nathan Thomas | ||
| Nathan Thomas | |||
| Attorney-in-Fact for David E. Shaw | |||
