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Filing Details

Accession Number:: 0000950157-17-001418
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-10-10 18:47:25
Reporting Period:: 2017-10-09

Accepted Time:: 2017-10-10 18:47:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1599947	Terraform Power Inc.	TERP	Operators Of Nonresidential Buildings (6512)	A6

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1001085	Brookfield Asset Management Inc.	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1504716	Brookfield Asset Management Private Institutional Capital Adviser (Canada) Lp	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1540229	Ltd Partners	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1621735	Brookfield Asset Management Private Institutional Capital Adviser (Credit), Llc	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1679040	L.p. 1 Holdings Us Orion	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1679041	Orion Us Gp Llc	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1679042	Brookfield Credit Opportunities Fund Gp, Llc	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1679043	Brookfield Credit Opportunities Master Fund, L.p.	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No
1679131	Brookfield Infrastructure Fund Iii Gp Llc	Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J 2T3	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Class A, $0.01 Par Value	Disposition	2017-10-09	625,000	$12.95	0	No	4	S	Indirect	Owned by Brookfield Credit Opportunities Master Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Owned by Brookfield Credit Opportunities Master Fund, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Class A, $0.01 Par Value	10,450,000	Indirect	Owned by Orion US Holdings 1 L.P.

Footnotes

This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
The following Reporting Persons may be deemed to beneficially own securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
On October 9, 2017, Brookfield Credit Opportunities Master Fund, L.P. sold 625,000 shares of Class A common stock of the Issuer at a weighted average sale price of $12.95 per share. The transactions were effected in the open market. As a result of these transactions, as of October 9, 2017, each of Brookfield Credit Opportunities Master Fund, L.P., Brookfield Credit Opportunities Fund GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC ceased to be a beneficial owner of more than 10% of the shares of Class A common stock of the Issuer and is therefore no longer subject to Section 16 of the Act. This Form 4 is being filed as an exit Form 4 with respect to the Reporting Persons named in this footnote 5, indicating no further reporting will be required of such Reporting Persons.
This price represents the weighted average price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $12.92 to $13.70. Upon request by the SEC staff, the Issuer or any security holder of the Issuer, the Reporting Persons will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.