SEC Form 4 · accession 0000945436-15-000051

SUNEDISON, INC. · SUNEQ

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

Reporting owner

Carlos Domenech

Other

Period of report

Mar 3, 2015

Accepted (ET)

Mar 5, 2015 · 4:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000945436

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Employee Stock Option (Right to Buy)^F1	Mar 3, 2015	M	65,666	$3.27	A	379,658	D
Employee Stock Option (Right to Buy)^F1,F2	Mar 3, 2015	S	65,666	$22.5957	D	313,992	D
Employee Stock Option (Right to Buy)^F1	Mar 3, 2015	M	17,125	$3.45	A	331,117	D
Employee Stock Option (Right to Buy)^F1,F3	Mar 3, 2015	S	17,125	$22.6126	D	313,992	D
Employee Stock Option (Right to Buy)^F1	Mar 3, 2015	M	53,334	$1.76	A	367,326	D
Employee Stock Option (Right to Buy)^F1,F4	Mar 3, 2015	S	53,334	$22.6346	D	313,992	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F5,F6	$3.27	Mar 3, 2015	M	65,666	D	—	Sep 18, 2022	Common Stock	65,666	65,667	D
Employee Stock Option (Right to Buy)^F7	$3.45	Mar 3, 2015	M	17,125	D	—	Apr 25, 2022	Common Stock	17,125	215,750	D
Employee Stock Option (Right to Buy)^F8,F6	$1.76	Mar 3, 2015	M	53,334	D	—	Jul 24, 2022	Common Stock	53,334	53,333	D

Explanation of responses

F1The exercise and sale of shares by Reporting Person were done under a pre-planned 10b5-1 Plan entered into by Reporting Person.
F2This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $22.49-$22.745. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.
F3This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $22.50-$22.71. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.
F4This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $22.52-$22.82. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.
F5The option to purchase 197,000 shares of common stock was awarded on September 18, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if Issuer's stock achieves certain target market prices.
F6The option expires on the tenth anniversary of the grant date, provided that if the target market prices are not achieved by the fifth anniversary of the grant date, the option will be cancelled.
F7The option to purchase 250,000 shares of common stock was awarded on April 25, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $3.45 per share in 25% increments on April 25, 2013, April 25, 2014, April 25, 2015 and April 25, 2016.
F8The option to purchase 160,000 shares of common stock was awarded on July 24, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if Issuer's stock achieves certain target market prices.

Remarks

Reporting Person is an officer of TerraForm Power, Inc. ("TERP") which is more than 10% owned by SunEdison, Inc. Reporting Person received these option awards when employed by Issuer.