SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2015		C		9,432,247	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	9,745,451	I	Held by Accel X L.P.⁽⁶⁾
Common Stock	08/10/2015		A		20,397⁽⁷⁾	A	$0.00⁽⁷⁾	9,765,848	I	Held by Accel X L.P.⁽⁶⁾
Common Stock	08/10/2015		C		707,917	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	731,424	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Common Stock	08/10/2015		A		1,530⁽⁷⁾	A	$0.00⁽⁷⁾	732,954	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Common Stock	08/10/2015		C		378,677	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	391,251	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾
Common Stock	08/10/2015		A		819⁽⁷⁾	A	$0.00⁽⁷⁾	392,070	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	08/10/2015		C			43,872	⁽¹⁾	⁽¹⁾	Common Stock	43,872	$0.00	0	I	Held by Accel X L.P.⁽⁶⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	08/10/2015		C			3,292	⁽¹⁾	⁽¹⁾	Common Stock	3,292	$0.00	0	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	08/10/2015		C			1,761	⁽¹⁾	⁽¹⁾	Common Stock	1,761	$0.00	0	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	08/10/2015		C			6,613,216	⁽²⁾	⁽²⁾	Common Stock	6,613,216	$0.00	0	I	Held by Accel X L.P.⁽⁶⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	08/10/2015		C			496,342	⁽²⁾	⁽²⁾	Common Stock	496,342	$0.00	0	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	08/10/2015		C			265,502	⁽²⁾	⁽²⁾	Common Stock	265,502	$0.00	0	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾
Series C Preferred Stock⁽³⁾	⁽³⁾	08/10/2015		C			2,354,097	⁽³⁾	⁽³⁾	Common Stock	2,354,097	$0.00	0	I	Held by Accel X L.P.⁽⁶⁾
Series C Preferred Stock⁽³⁾	⁽³⁾	08/10/2015		C			176,681	⁽³⁾	⁽³⁾	Common Stock	176,681	$0.00	0	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Series C Preferred Stock⁽³⁾	⁽³⁾	08/10/2015		C			94,510	⁽³⁾	⁽³⁾	Common Stock	94,510	$0.00	0	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	08/10/2015		C			323,835	⁽⁴⁾	⁽⁴⁾	Common Stock	323,835	$0.00	0	I	Held by Accel X L.P.⁽⁶⁾
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	08/10/2015		C			24,305	⁽⁴⁾	⁽⁴⁾	Common Stock	24,305	$0.00	0	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	08/10/2015		C			13,001	⁽⁴⁾	⁽⁴⁾	Common Stock	13,001	$0.00	0	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾
Series E Preferred Stock⁽⁵⁾	⁽⁵⁾	08/10/2015		C			97,227	⁽⁵⁾	⁽⁵⁾	Common Stock	97,227	$0.00	0	I	Held by Accel X L.P.⁽⁶⁾
Series E Preferred Stock⁽⁵⁾	⁽⁵⁾	08/10/2015		C			7,297	⁽⁵⁾	⁽⁵⁾	Common Stock	7,297	$0.00	0	I	Held by Accel X Strategic Partners L.P.⁽⁶⁾
Series E Preferred Stock⁽⁵⁾	⁽⁵⁾	08/10/2015		C			3,903	⁽⁵⁾	⁽⁵⁾	Common Stock	3,903	$0.00	0	I	Held by Accel Investors 2009 L.L.C.⁽⁸⁾

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and 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.

7. The shares were acquired pursuant to a Stock Issuance Agreement, the form of which is filed as Exhibit 4.4 to Amendment No. 1 to the Issuer's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 22, 2015.

8. 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.

Remarks:

	/s/ Jay Maloney, Attorney-in-Fact	08/10/2015
	** Signature of Reporting Person	Date
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