SEC Form 4 · accession 0000950157-18-000789
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
BBHC Orion Holdco L.P.
10% Owner
Period of report
Jun 29, 2018
Accepted (ET)
Jun 29, 2018 · 5:17 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,F2,F3,F1 | Jun 29, 2018 | J | 29,878,048 | $10.66 | D | 0 | I | Owned by Brookfield BRP Holdings (Canada) |
| Common Stock, Class A, $0.01 par valueF5,F2,F4,F1 | Jun 29, 2018 | J | 29,878,048 | $10.66 | A | 29,878,048 | I | Owned by BBHC Orion Holdco 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. ("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) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) 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").
- 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 BRPHC: Brookfield, as the ultimate parent of BRPHC; 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.
- F4The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; 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.
- F5On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.