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Filing Details

Accession Number:: 0000950157-18-000611
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-06-12 06:19:03
Reporting Period:: 2018-06-11

Accepted Time:: 2018-06-12 06:19:03
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
1533231	Brookfield Brp Holdings (Canada) Inc.	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
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
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	Acquisiton	2018-06-11	31,097,561	$10.66	106,692,020	No	4	P	Indirect	Owned by Orion US Holdings 1 L.P.
Common Stock, Class A, $0.01 Par Value	Acquisiton	2018-06-11	29,878,048	$10.66	29,878,048	No	4	P	Indirect	Owned by Brookfield BRP Holdings (Canada) Inc.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Owned by Orion US Holdings 1 L.P.
No	4	P	Indirect	Owned by Brookfield BRP Holdings (Canada) Inc.

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. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) Brookfield Asset Management Inc. ("Brookfield"); and (vii) Partners Limited ("Partners"). 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 LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an indirect wholly-owned subsidiary of Brookfield and indirect limited partner of Orion US LP; Brookfield, as the ultimate parent of BRPHC, BIF and BAMPIC Canada; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.
On June 11, 2018, pursuant to the Support Agreement dated February 6, 2018, as amended by the Support Agreement Amendment dated May 28, 2018 (as so amended, the "Support Agreement"), Orion US LP purchased 31,097,561 Class A Shares at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop (as defined in the Support Agreement).
On June 11, 2018, pursuant to the Support Agreement, BRPHC purchased 29,878,048 Class A Shares at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop.