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Filing Details

Accession Number:: 0001209191-17-060822
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-11-15 13:39:27
Reporting Period:: 2017-10-16

Accepted Time:: 2017-11-15 13:39:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1599947	Terraform Power Inc.	TERP	Semiconductors & Related Devices (3674)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
945436	Sunedison, Inc.	Two Cityplace Drive, Suite 200 St. Louis MO 63141		No	No	Yes	No
1523224	Sunedison Holdings Corp	Two Cityplace Drive, Suite 200 St. Louis MO 63141		No	No	Yes	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
Class A Common Stock	Acquisiton	2017-10-16	48,202,310	$0.00	48,202,310	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2017-10-16	6,492,504	$11.46	54,694,814	No	4	P	Direct
Class A Common Stock	Acquisiton	2017-10-16	14,917	$9.52	54,709,731	No	4	P	Indirect	See footnote
Class A Common Stock	Disposition	2017-10-16	20,435,852	$9.52	34,273,879	No	4	S	Indirect	See footnote
Class B Common Stock	Disposition	2017-10-16	48,202,310	$0.00	0	No	4	J	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	P	Direct
No	4	P	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units of TerraForm Power, LLC	Disposition	2017-10-16	48,202,310	$0.00	48,202,310	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Indirect

Footnotes

Represents shares of Class A Common Stock of TerraForm Power, Inc. issued upon exchange of Class B Common Stock of TerraForm Power, Inc. and Class B units of TerraForm Power, LLC.
Represents shares directly owned by SunEdison Holdings Corporation and SUNE ML 1, LLC and indirectly owned by SunEdison, Inc., which as the parent of SunEdison Holdings Corporation and SUNE ML, LLC has shared voting and dispositive power over such shares.
Represents shares of Class A Common Stock received pursuant to a settlement agreement with the issuer and its affiliates.
Shares disposed include the pro rata portion of shares of Class A Common Stock directly owned by the filer, SunEdison Holdings Corporation and SUNE ML 1, LLC immediately prior to such disposition.
In connection with the merger and other transactions set forth in the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc., for each share of Class A common stock held by the filer, the filer was given the option to elect to receive either $9.52 per share or to retain a share of Class A common stock, subject to proration. On October 16, 2017, after taking into account the applicable proration, the reporting persons retained 34,273,879 shares of Class A common stock and 20,435,852 shares were converted into the right to receive cash consideration.
The Class B Units of TerraForm Power, LLC were exchangeable, together with Class B Common Stock of TerraForm Power, Inc., for Class A Common Stock of TerraForm Power, Inc. on a 1 for 1 basis.