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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DOMENECH CARLOS (Last) (First) (Middle) C/O SUNEDISON LLC 13736 RIVERPORT DRIVE, SUITE 180 (Street) MARYLAND HEIGHTS MO 63043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUNEDISON, INC. [ SUNE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) SVP & General Counsel, TERP
	3. Date of Earliest Transaction (Month/Day/Year) 11/19/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Employee Stock Option (Right to Buy)	11/19/2014		M		17,125(1)	A	$3.45	331,117	D
Employee Stock Option (Right to Buy)	11/19/2014		S		17,125(1)	D	$22.22	313,992	D
Employee Stock Option (Right to Buy)	11/19/2014		M		53,333(1)	A	$1.76	367,325	D
Employee Stock Option (Right to Buy)	11/19/2014		S		53,333(1)	D	$22.22	313,992	D
Employee Stock Option (Right to Buy)	11/19/2014		M		65,667(1)	A	$3.27	379,659	D
Employee Stock Option (Right to Buy)	11/19/2014		S		65,667(1)	D	$22.22	313,992	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$3.45	11/19/2014		M			17,125	(2)	04/25/2022	Common Stock	17,125	$3.45	232,875	D
Employee Stock Option (Right to Buy)	$1.76	11/19/2014		M			53,333	(3)	07/24/2022(4)	Common Stock	53,333	$1.76	106,667	D
Employee Stock Option (Right to Buy)	$3.27	11/19/2014		M			65,667	(5)	09/18/2022(4)	Common Stock	65,667	$3.27	131,333	D

Explanation of Responses:

1. The exercise and sale of shares by Reporting Person were done under a pre-planned 10b5-1 Plan which was entered into by Reporting Person earlier in the year.

2. The option to purchase 250,000 shares of common stock was awarded on April 25, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $3.45 per share in 25% increments on April 25, 2013, April 25, 2014, April 25, 2015 and April 25, 2016.

3. The option to purchase 160,000 shares of common stock was awarded on July 24, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if SUNE's stock achieves certain target market prices.

4. The option expires on the tenth anniversary of the grant date, provided that if the target market prices are not achieved by the fifth anniversary of the grant date, the option will be cancelled.

5. The option to purchase 197,000 shares of common stock was awarded on September 18, 2012 under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if MEMC's stock achieves certain target market prices.

Remarks:

Reporting Person is an officer of TerraForm Power, Inc. ("TERP") which is more than 10% owned by SunEdison, Inc. Reporting Person received these option awards when employed by Issuer.

	/s/ Carlos Domenech	11/21/2014
	** Signature of Reporting Person	Date
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