0001193125-16-461060.txt : 20160212 0001193125-16-461060.hdr.sgml : 20160212 20160212063636 ACCESSION NUMBER: 0001193125-16-461060 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: SC US (TTGP), LTD. GROUP MEMBERS: SCGF IV MANAGEMENT, L.P. GROUP MEMBERS: SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sunrun Inc. CENTRAL INDEX KEY: 0001469367 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES [3430] IRS NUMBER: 262841711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89317 FILM NUMBER: 161414093 BUSINESS ADDRESS: STREET 1: 595 MARKET STREET, 29TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-580-6900 MAIL ADDRESS: STREET 1: 595 MARKET STREET, 29TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: SunRun Inc. DATE OF NAME CHANGE: 20090730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL US GROWTH FUND IV LP CENTRAL INDEX KEY: 0001444121 IRS NUMBER: 980589567 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d115884dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )

 

 

SUNRUN, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

86771W105

(CUSIP Number)

12/31/15

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

(Continued on following pages)

 

 

 

 

Page 1 of 9 Pages

CUSIP NO.  86771W105    13 G    Page 2 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. (“SCGF IV”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0589567

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

7,204,7191

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

7,204,7191

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,204,7191

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.1%

12  

TYPE OF REPORTING PERSON

 

PN    

 

1  The reported amount of securities beneficially owned by the Reporting Person includes 41,483 shares of the Issuer’s common stock that can be acquired upon the exercise of an outstanding warrant.

CUSIP NO.  86771W105    13 G    Page 3 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. (“SCGF IV PF”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0619227

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

313,2411

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

313,2411

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

313,2411

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%

12  

TYPE OF REPORTING PERSON

 

PN    

 

1  The reported amount of securities beneficially owned by the Reporting Person includes 1,828 shares of the Issuer’s common stock that can be acquired upon the exercise of an outstanding warrant.

CUSIP NO.  86771W105    13 G    Page 4 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SCGF IV MANAGEMENT, L.P. (“SCGF IV MGMT”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0589559

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF.1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF.1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,517,9601

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%

12  

TYPE OF REPORTING PERSON

 

PN    

 

1  The reported amount of securities beneficially owned by the Reporting Person includes 43,311 shares of the Issuer’s common stock that can be acquired upon the exercise of outstanding warrants.

CUSIP NO.  86771W105    13 G    Page 5 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SC US (TTGP), LTD. (“US TTGP”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-1162638

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the General Partner of each of SCGF IV and SCGF IV PF.1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the General Partner of each of SCGF IV and SCGF IV PF.1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,517,9601

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%

12  

TYPE OF REPORTING PERSON

 

OO    

 

1  The reported amount of securities beneficially owned by the Reporting Person includes 43,311 shares of the Issuer’s common stock that can be acquired upon the exercise of outstanding warrants.

CUSIP NO.  86771W105    13 G    Page 6 of 9 Pages

 

ITEM 1.

(a) Name of Issuer:            Sunrun, Inc.

(b) Address of Issuer’s Principal Executive Offices:

595 Market Street, 29th Floor

San Francisco, CA 94105

 

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital U.S. Growth Fund IV, L.P.

Sequoia Capital USGF Principals Fund IV, L.P.

SCGF IV Management, L.P.

SC US (TTGP), Ltd.

SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT.

 

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

Citizenship:

SCGF IV MGMT, SCGF IV, SCGF IV PF, US TTGP: Cayman Islands

 

(c) Title of Class of Securities: Common Stock

 

(d) CUSIP Number:                  86771W105

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

CUSIP NO.  86771W105    13 G    Page 7 of 9 Pages

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ¨

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

 

ITEM 10. CERTIFICATION

NOT APPLICABLE

CUSIP NO.  86771W105    13 G    Page 8 of 9 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2016
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
  By:     SCGF IV Management, L.P.
  General Partner of each
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SCGF IV Management, L.P.
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC US (TTGP), Ltd.
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director

CUSIP NO.  86771W105    13 G    Page 9 of 9 Pages

 

Exhibit 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the common stock of Sunrun, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Date: February 12, 2016
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
  By:   SCGF IV Management, L.P.
  General Partner of each
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SCGF IV Management, L.P.
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC US (TTGP), Ltd.
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director