Page 7 of 9 – SEC Filing Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 2”) amends the Schedule 13D filed on January 25, 2016 (the “Original Schedule 13D”), as amended by Amendment No 1 to Schedule 13D filed on January 26, 2016 (the Original Schedule 13D, as amended by Amendment No.1 and this Amendment No. 2, the “Schedule 13D”). This Amendment No. 1 relates to the common stock, par value $0.01 per share (“Common Stock”), of SunEdison, Inc. a Delaware corporation (the “Company”). Item 5. Interest in Securities of the Issuer Item 5 of this Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) and (b). See items 7-11 on the cover pages and Item 2 of the Original Schedule 13D. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on (x) the approximately 395,236,198 shares of Common Stock issued and outstanding, calculated as the sum of (i) 316,936,198 shares of Common Stock issued and outstanding as of January 5, 2016, as reported by the Company in its Prospectus Supplement on Form 424B3 as filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2016, (ii) approximately 51,900,000 shares of Common Stock, issued in connection with the Exchange Transactions described in Item 6 of the Original Schedule 13D and as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 and (iii) approximately 26,400,000 shares of Common Stock, issued pursuant to the exercise of warrants issued in connection with the Second Lien Credit Facility (as defined in the Original Schedule 13D) as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 plus (y), with respect to each Reporting Person, the shares of Common Stock issuable upon the exercise of warrants owned by the applicable Reporting Person and the shares of Common Stock issuable upon the conversion of the Company’s 2.00% Convertible Senior Notes due 2018 owned by the applicable Reporting Person. (c) During the past 60 days the Reporting Persons entered into the open market transactions listed on Schedule A hereto, which were effected through various brokerage entities on the New York Stock Exchange. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the class of Common Stock on April 15, 2016. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of this Schedule 13D is hereby amended by including the following: As of the date hereof, the Greenlight Entities have reduced the number of shares of Common Stock subject to the Swaps to an aggregate of 5,843,973.
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 2”) amends the Schedule 13D filed on January 25, 2016 (the “Original Schedule 13D”), as amended by Amendment No 1 to Schedule 13D filed on January 26, 2016 (the Original Schedule 13D, as amended by Amendment No.1 and this Amendment No. 2, the “Schedule 13D”). This Amendment No. 1 relates to the common stock, par value $0.01 per share (“Common Stock”), of SunEdison, Inc. a Delaware corporation (the “Company”).
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) and (b). See items 7-11 on the cover pages and Item 2 of the Original Schedule 13D.
All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on (x) the approximately 395,236,198 shares of Common Stock issued and outstanding, calculated as the sum of (i) 316,936,198 shares of Common Stock issued and outstanding as of January 5, 2016, as reported by the Company in its Prospectus Supplement on Form 424B3 as filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2016, (ii) approximately 51,900,000 shares of Common Stock, issued in connection with the Exchange Transactions described in Item 6 of the Original Schedule 13D and as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 and (iii) approximately 26,400,000 shares of Common Stock, issued pursuant to the exercise of warrants issued in connection with the Second Lien Credit Facility (as defined in the Original Schedule 13D) as reported by the Company in its Current Report on Form 8-K filed with the SEC on January 13, 2016 plus (y), with respect to each Reporting Person, the shares of Common Stock issuable upon the exercise of warrants owned by the applicable Reporting Person and the shares of Common Stock issuable upon the conversion of the Company’s 2.00% Convertible Senior Notes due 2018 owned by the applicable Reporting Person.
(c) During the past 60 days the Reporting Persons entered into the open market transactions listed on Schedule A hereto, which were effected through various brokerage entities on the New York Stock Exchange.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the class of Common Stock on April 15, 2016.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of this Schedule 13D is hereby amended by including the following:
As of the date hereof, the Greenlight Entities have reduced the number of shares of Common Stock subject to the Swaps to an aggregate of 5,843,973.
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