SEC Form 4 · accession 0001599947-17-000140

TerraForm Power, Inc. · TERP

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

Reporting owner

Officer — SVP, General Counsel & Sec.

Period of report

Oct 16, 2017

Accepted (ET)

Oct 18, 2017 · 7:09 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
Class A Common Stock^F1	Oct 16, 2017	U	79,311	$9.52	D	62,548	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units (Class A common stock)^F2	—	Oct 16, 2017	M	22,448	D	—	—	Class A Common Stock	22,448	0	D

F1Represents shares of Class A common stock that were converted into the right to receive $9.52 per share in connection with the closing of 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.
F2In 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 restricted stock unit and 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, 22,448 shares of Class A common stock underlying vested RSUs were converted into the right to receive $9.52 per share in cash and 0 shares of Class A common stock underlying vested RSUs remained outstanding.