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

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1. Name and Address of Reporting Person* ELMORE WILLIAM B (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2015	3. Issuer Name and Ticker or Trading Symbol Sunrun Inc. [ RUN ]
		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) 08/04/2015
			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)
Common Stock	521,191	I	Foundation Capital VI, L.P.(1)
Common Stock	5,823	I	Foundation Capital VI Principals Fund, LLC(1)

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
Series A Preferred Stock (Convertible)	(2)	(2)	Common Stock	8,256,563	(2)	I	Foundation Capital VI, L.P.(1)
Series A Preferred Stock (Convertible)	(2)	(2)	Common Stock	92,255	(2)	I	Foundation Capital VI Principals Fund, LLC(1)
Series B Preferred Stock (Convertible)	(3)	(3)	Common Stock	2,756,383	(3)	I	Foundation Capital VI, L.P.(1)
Series B Preferred Stock (Convertible)	(3)	(3)	Common Stock	30,798	(3)	I	Foundation Capital VI Principals Fund, LLC(1)
Series C Preferred Stock (Convertible)	(4)	(4)	Common Stock	3,916,208	(4)	I	Foundation Capital VI, L.P.(1)
Series C Preferred Stock (Convertible)	(4)	(4)	Common Stock	43,757	(4)	I	Foundation Capital VI Principals Fund, LLC(1)
Series D Preferred Stock (Convertible)	(5)	(5)	Common Stock	357,150	(5)	I	Foundation Capital VI, L.P.(1)
Series D Preferred Stock (Convertible)	(5)	(5)	Common Stock	3,991	(5)	I	Foundation Capital VI Principals Fund, LLC(1)
Series E Preferred Stock (Convertible)	(6)	(6)	Common Stock	198,809	(6)	I	Foundation Capital VI, L.P.(1)
Series E Preferred Stock (Convertible)	(6)	(6)	Common Stock	2,221	(6)	I	Foundation Capital VI Principals Fund, LLC(1)

1. Name and Address of Reporting Person* ELMORE WILLIAM B (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HOLLAND PAUL R (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KOONTZ PAUL G (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Moldow Charles (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Redelfs Richard (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHUH MICHAEL N (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Weiss Warren M (Last) (First) (Middle) C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Richard A. Redelfs, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

2. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock.

3. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock.

4. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock.

5. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock.

6. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock.

Remarks:

	Gail M. Haney, as Attorney-in-Fact	08/06/2015
	** 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).
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