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

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1. Name and Address of Reporting Person^*

Wong Rich

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2015

3. Issuer Name and Ticker or Trading Symbol
Sunrun Inc. [ RUN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

X	Form filed by One Reporting Person
	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	313,204	I	Held by Accel X L.P.⁽¹⁾
Common Stock	23,507	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Common Stock	12,574	I	Held by Accel Investors 2009 L.L.C.⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	43,872	⁽⁴⁾	I	Held by Accel X L.P.⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,292	⁽⁴⁾	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,761	⁽⁴⁾	I	Held by Accel Investors 2009 L.L.C.⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	6,613,216	⁽⁵⁾	I	Held by Accel X L.P.⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	496,342	⁽⁵⁾	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	265,502	⁽⁵⁾	I	Held by Accel Investors 2009 L.L.C.⁽³⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,354,097	⁽⁶⁾	I	Held by Accel X L.P.⁽¹⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	176,681	⁽⁶⁾	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	94,510	⁽⁶⁾	I	Held by Accel Investors 2009 L.L.C.⁽³⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	323,835	⁽⁷⁾	I	Held by Accel X L.P.⁽¹⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	24,305	⁽⁷⁾	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	13,001	⁽⁷⁾	I	Held by Accel Investors 2009 L.L.C.⁽³⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	97,227	⁽⁸⁾	I	Held by Accel X L.P.⁽¹⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	7,297	⁽⁸⁾	I	Held by Accel X Strategic Partners L.P.⁽²⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	3,903	⁽⁸⁾	I	Held by Accel Investors 2009 L.L.C.⁽³⁾

Explanation of Responses:

1. Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.

2. A10A is the General Partner of Accel X Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.

3. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of Accel Investors 2009 L.L.C. and therefore share the voting and investment powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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:

Exhibit 24 - Power of Attorney

	/s/ Jay Maloney, Attorney-in-Fact	08/04/2015
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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