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* Herzberg Matthew E. (Last) (First) (Middle) C/O SUNEDISON, INC. 13736 RIVERPORT DRIVE (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 X Officer (give title below) Other (specify below) SVP & Chief HR Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/26/2014
	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)	11/26/2014		M		53,333(1)	A	$1.76	110,333	D
Employee Stock Option (Right to Buy)	11/26/2014		S		53,333(1)	D	$22.6016(2)	57,000	D
Employee Stock Option (Right to Buy)	11/26/2014		M		46,667(1)	A	$3.27	103,667	D
Employee Stock Option (Right to Buy)	11/26/2014		S		46,667(1)	D	$22.583(3)	57,000	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)	$1.76	11/26/2014		M			53,333	(4)	07/24/2022(5)	Common Stock	53,333	$1.76	106,667	D
Employee Stock Option (Right to Buy)	$3.27	11/26/2014		M			46,667	(6)	09/18/2022(5)	Common Stock	46,667	$3.27	150,333	D

Explanation of Responses:

1. The exercise and sale of shares by Reporting Person were done during an open trading period.

2. This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $22.565-$22.64. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

3. This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $22.54-$22.65. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

4. The option to purchase 160,000 shares of common stock was awarded on July 24, 2012 under the Amended and Restated SunEdison 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 SunEdison's stock achieves certain target market prices.

5. 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.

6. The option to purchase 197,000 shares of common stock was awarded on September 18, 2012 under the Amended and Restated SunEdison 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 SunEdison's stock achieves certain target market prices.

Remarks:

	/s/ Matthew E. Herzberg	12/01/2014
	** 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 4 (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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