SEC Form 4 · accession 0000899243-15-008867

TerraForm Power, Inc. · TERP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 5) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Terraform Power, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.
• F2BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 6,506,679 shares of Common Stock; (ii) BlueMountain Foinaven Master Fund L.P. ("BMFV"), which is the direct beneficial owner of 676,618 shares of Common Stock; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 256,427 shares of Common Stock; (iv) BlueMountain Logan Opportunities Master Fund L.P. ("BMLO"), which is the direct beneficial owner of 453,192 shares of Common Stock; (v) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 744,562 shares of Common Stock; (vi) BlueMountain Kicking Horse Fund L.P. ("BMKH" and, together with BMCA, BMFV, BMGP and BMLO, the "Partnerships"), which is the direct beneficial owner of 184,374 shares of Common Stock; and
• F3(vii) BlueMountain Timberline Ltd. ("BMT" and, together with the Partnerships and BMM, the "Funds"), which is the direct beneficial owner of 348,082 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds, only receives an asset-based fee relating to the Common Stock held by the Funds.
• F4(i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) BlueMountain Foinaven GP, LLC ("BMFV GP") is the general partner of BMFV and has an indirect profits interest in the Common Stock beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Logan Opportunities GP, LLC ("BMLO GP") is the general partner of BMLO and has an indirect profits interest in the Common Stock beneficially owned by it; and
• F5(vi) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMFV GP, BMGP GP and BMLO GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM.
• F6On November 24, 2015: (i) BMCA acquired 140,927 shares of Common Stock at a price per share of $8.14, 5,109 shares of Common Stock at a price per share of $8.39 and 26,201 shares of Common Stock at a price per share of $8.40; (ii) BMFV acquired 14,655 shares of Common Stock at a price per share of $8.14; (iii) BMGP acquired 5,554 shares of Common Stock at a price per share of $8.14; (iv) BMLO acquired 9,816 shares of Common Stock at a price per share of $8.14; (v) BMM acquired 16,125 shares of Common Stock at a price per share of $8.14; (vi) BMKH acquired 3,993 shares of Common Stock at a price per share of $8.14; and (vii) BMT acquired 7,539 shares of Common Stock at a price per share of $8.14.
• F7The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of ten Reporting Persons per filing.