SEC Form 4 · accession 0000899243-15-002367
TERRAFORM GLOBAL, INC. · GLBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 5, 2015
Accepted (ET)
Aug 5, 2015 · 1:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620702
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock | Aug 5, 2015 | P | 2,000,000 | $15.00 | A | 2,000,000 | D |
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 Global, LLCF1,F2,F3 | — | Aug 5, 2015 | J | 61,343,054 | A | — | — | Class A Common Stock | 61,343,054 | 61,343,054 | I |
Explanation of responses
- F1Immediately prior to the completion of the TerraForm Global, Inc.'s (the "Company") initial public offering, the Company effected a 469.2408-for-1 stock split of its outstanding Class B common stock and, pursuant to the Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC ("Global LLC") dated as of August 5, 2015 and a related exchange agreement dated as of August 5, 2015 (the "Exchange Agreement"), SunEdison Holdings Corporation's ("Holdings") existing ownership interest in Global LLC was reclassified into a number of Class B units of equal to the number of shares of Class B common stock held by Holdings following such stock split.
- F2The Class B units of Global LLC (together with a corresponding number of shares of Class B common stock of the Company) are exchangeable at any time for shares of Class A common stock of the Company on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As Holdings exchanges the Class B units for shares of Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock issued to Holdings will automatically be cancelled.
- F3The shares of Class B common stock and Class B units reported herein are directly owned by Holdings and indirectly owned by SunEdison, Inc., which as the direct parent of Holdings has shared voting and dispositive power over such shares and units.