SEC Form 4 · accession 0001209191-17-060822
TerraForm Power, Inc. · TERP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 16, 2017
Accepted (ET)
Nov 15, 2017 · 1:39 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Oct 16, 2017 | C | 48,202,310 | $0.00 | A | 48,202,310 | I | See footnote |
| Class A Common StockF3 | Oct 16, 2017 | P | 6,492,504 | $11.46 | A | 54,694,814 | D | |
| Class A Common StockF4 | Oct 16, 2017 | P | 14,917 | $9.52 | A | 54,709,731 | I | See footnote |
| Class A Common StockF5,F4 | Oct 16, 2017 | S | 20,435,852 | $9.52 | D | 34,273,879 | I | See footnote |
| Class B Common StockF1,F2 | Oct 16, 2017 | J | 48,202,310 | $0.00 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Units of TerraForm Power, LLCF2,F6 | — | Oct 16, 2017 | S | 48,202,310 | D | — | — | Class A Common Stock | 48,202,310 | 0 | I |
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3Represents shares of Class A Common Stock received pursuant to a settlement agreement with the issuer and its affiliates.
- F4Shares 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.
- F5In 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.
- F6The 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.