SEC Form 4 · accession 0000950157-17-001418
TerraForm Power, Inc. · TERP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BROOKFIELD ASSET MANAGEMENT INC.
10% Owner
Partners Ltd
10% Owner
ORION US HOLDINGS 1 L.P.
10% Owner
ORION US GP LLC
10% Owner
Period of report
Oct 9, 2017
Accepted (ET)
Oct 10, 2017 · 6:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Class A, $0.01 par valueF5,F6,F2,F4,F1 | Oct 9, 2017 | S | 625,000 | $12.95 | D | 0 | I | Owned by Brookfield Credit Opportunities Master Fund, L.P. |
| Common Stock, Class A, $0.01 par valueF2,F3,F1 | holding | — | — | — | 10,450,000 | I | Owned by Orion US Holdings 1 L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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").
- F2Each 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.
- F3The 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.
- F4The 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.
- F5On 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.
- F6This 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.