View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
SUNEDISON, INC.
(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180
(Street)
MARYLAND HEIGHTS MO 63043
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014 		3. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [ TERP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.01 250,000 I See Footnote(1)
Class B common stock, par value $0.01 250,000 I See Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SUNEDISON, INC.
(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180
(Street)
MARYLAND HEIGHTS MO 63043
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SunEdison Holdings Corp
(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180
(Street)
MARYLAND HEIGHTS MO 63043
(City) (State) (Zip)
Explanation of Responses:
1. Consists of 250,000 shares of Class A common stock directly owned by SunEdison Holdings Corporation ("SunEdison Holdings") and indirectly owned by SunEdison, Inc. which as the direct parent of SunEdison Holdings has shared voting and investment power over such shares. All of the shares of Class A common stock held by SunEdison Holdings will be contributed to TerraForm Power, Inc. for no consideration immediately prior to the filing of the Amended & Restated Certificate of Incorporation of TerraForm Power, Inc. (the "A&R Charter") to be filed immediately prior to the consummation of TerraForm Power, Inc.'s initial public offering.
2. Consists of 250,000 shares of Class B common stock directly owned by SunEdison Holdings and indirectly owned by SunEdison, Inc. which as the direct parent of SunEdison Holdings has shared voting and investment power over such shares. Pursuant to the A&R Charter, each share of Class B common stock will be split into 262.8376 shares of Class B common stock.
Remarks:
/s/ Martin Truong, Secretary 07/17/2014
/s/ Martin Truong, Secretary 07/17/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                  July 17, 2014

                                POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Carlos Domenech Zornoza, Sanjeev Kumar and Sebastian Deschler,
signing singly, the undersigned's true and lawful attorney-in-fact to: (i)
execute for and on behalf of the undersigned, in the undersigned's capacity as
an officer and/or director and/or owner of greater than 10% of the outstanding
Class A Common Stock of TerraForm Power, Inc. (the "Company"), Forms 3, 4 and 5
(including any amendments, supplements or exhibits thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(ii) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
forms with the United States Securities and Exchange Commission and any stock
exchange or similar authority, including the NASDAQ Stock Market; and (iii) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 16
of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

                  [Remainder of page intentionally left blank.]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of date first written above.

                                        SunEdison, Inc.

                                        By:/s/ Marin Truong
                                           ------------------------------------
                                        Name: Martin Truong
                                        Title: SVP & General Counsel