Page 9 of 11 – SEC Filing This Amendment No. 5 to
Schedule 13D (this “Amendment”) is being filed to update the Schedule 13D filed on April 1, 2016. The Reporting Persons
filed a Schedule 13D on April 1, 2016, based on the outstanding number of shares of Class A Common Stock as of October 31, 2015,
as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015. As of May 5,
2016, the Issuer had not publicly updated its outstanding number of shares of Class A Common Stock, since that prior Form 10-Q
filing. However, the Issuer’s controlling shareholder, SunEdison, Inc., was aware of and was party to the December 29, 2015
transaction which resulted in, the increase in the number of the Issuer’s outstanding shares of the Class A Common Stock,
and SunEdison, Inc. disclosed the increased share number in its bankruptcy filing on April 21, 2016.
As of the date of this
Amendment, the Issuer still has not filed any periodic report disclosing the increased number of shares of its Class A Common Stock.
On May 5, 2016, representatives of the Issuer informed the Reporting Persons in a telephonic conversation that as of January 29,
2016, it had 92,194,966 shares of Class A Common Stock outstanding, and that as of April 21, 2016, it had 91,280,208 shares of
Class A Common Stock outstanding. Accordingly, the Reporting Persons are filing this Amendment to report a decrease in their percentage
ownership (but not a change of beneficial ownership) of the Class A Common Stock resulting solely from a previously unreported
increase in the number of outstanding shares of Class A Common Stock. Except as specifically provided herein, this Amendment does
not modify or amend any of the information previously reported in the Schedule 13D.
ITEM 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the prior Schedule 13D is hereby
amended and restated in its entirety to read as follows:
As of May 5, 2016: (i) AILP owns 3,724,799 shares of Class A Common Stock, representing approximately 4.08%
of the issued and outstanding shares of Class A Common Stock as of that date, which were acquired with the working capital of AILP;
and (ii) Palomino Master owns 4,983,909 shares of Class A Common Stock, representing approximately 5.46% of the issued and outstanding
shares of Class A Common Stock as of that date, which were acquired with the working capital of Palomino Master.
ITEM 5. Interest in Securities of
the Issuer.
Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:
All percentages set forth in this Schedule 13D are based on a total of 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016.
This Amendment No. 5 to
Schedule 13D (this “Amendment”) is being filed to update the Schedule 13D filed on April 1, 2016. The Reporting Persons
filed a Schedule 13D on April 1, 2016, based on the outstanding number of shares of Class A Common Stock as of October 31, 2015,
as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015. As of May 5,
2016, the Issuer had not publicly updated its outstanding number of shares of Class A Common Stock, since that prior Form 10-Q
filing. However, the Issuer’s controlling shareholder, SunEdison, Inc., was aware of and was party to the December 29, 2015
transaction which resulted in, the increase in the number of the Issuer’s outstanding shares of the Class A Common Stock,
and SunEdison, Inc. disclosed the increased share number in its bankruptcy filing on April 21, 2016.
As of the date of this
Amendment, the Issuer still has not filed any periodic report disclosing the increased number of shares of its Class A Common Stock.
On May 5, 2016, representatives of the Issuer informed the Reporting Persons in a telephonic conversation that as of January 29,
2016, it had 92,194,966 shares of Class A Common Stock outstanding, and that as of April 21, 2016, it had 91,280,208 shares of
Class A Common Stock outstanding. Accordingly, the Reporting Persons are filing this Amendment to report a decrease in their percentage
ownership (but not a change of beneficial ownership) of the Class A Common Stock resulting solely from a previously unreported
increase in the number of outstanding shares of Class A Common Stock. Except as specifically provided herein, this Amendment does
not modify or amend any of the information previously reported in the Schedule 13D.
ITEM 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the prior Schedule 13D is hereby
amended and restated in its entirety to read as follows:
As of May 5, 2016: (i) AILP owns 3,724,799 shares of Class A Common Stock, representing approximately 4.08%
of the issued and outstanding shares of Class A Common Stock as of that date, which were acquired with the working capital of AILP;
and (ii) Palomino Master owns 4,983,909 shares of Class A Common Stock, representing approximately 5.46% of the issued and outstanding
shares of Class A Common Stock as of that date, which were acquired with the working capital of Palomino Master.
ITEM 5. Interest in Securities of
the Issuer.
Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:
All percentages set forth in this Schedule 13D are based on a total of 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016.
