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^*

Truong Martin H.

(Last)

(First)

(Middle)

C/O SUNEDISON, INC

13736 RIVERPORT DRIVE

(Street)

MARYLAND HEIGHTS

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, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014

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)
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)
Employee Stock Option (Right to Buy)	12/05/2014		M		4,500⁽¹⁾	A	$11.63	92,952	D
Employee Stock Option (Right to Buy)	12/05/2014		S		1,300⁽¹⁾	D	$20.92	91,652	D
Employee Stock Option (Right to Buy)	12/05/2014		S		3,200⁽¹⁾	D	$20.926	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		5,000⁽¹⁾	A	$3.45	93,452	D
Employee Stock Option (Right to Buy)	12/05/2014		S		3,500⁽¹⁾	D	$20.9	89,952	D
Employee Stock Option (Right to Buy)	12/05/2014		S		1,500⁽¹⁾	D	$20.91	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		200⁽¹⁾	A	$2.77	88,652	D
Employee Stock Option (Right to Buy)	12/05/2014		S		200⁽¹⁾	D	$20.88	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		2,471⁽¹⁾	A	$2.77	90,923	D
Employee Stock Option (Right to Buy)	12/05/2014		S		2,471⁽¹⁾	D	$20.9	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		533⁽¹⁾	A	$2.77	88,985	D
Employee Stock Option (Right to Buy)	12/05/2014		S		533⁽¹⁾	D	$20.89	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		1,111⁽¹⁾	A	$2.77	89,563	D
Employee Stock Option (Right to Buy)	12/05/2014		S		1,111⁽¹⁾	D	$20.886	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		10,000⁽¹⁾	A	$5.05	98,452	D
Employee Stock Option (Right to Buy)	12/05/2014		S		9,400⁽¹⁾	D	$20.89	89,052	D
Employee Stock Option (Right to Buy)	12/05/2014		S		600⁽¹⁾	D	$20.9	88,452	D
Employee Stock Option (Right to Buy)	12/05/2014		M		10,000⁽¹⁾	A	$9.58	98,452	D
Employee Stock Option (Right to Buy)	12/05/2014		S		10,000⁽¹⁾	D	$20.99	88,452	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)
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)
Employee Stock Option (Right to Buy)	$11.63	12/05/2014		M			4,500	⁽²⁾	04/27/2021	Common Stock	4,500	$11.63	3,000	D
Employee Stock Option (Right to Buy)	$3.45	12/05/2014		M			5,000	⁽³⁾	04/25/2022	Common Stock	5,000	$3.45	5,000	D
Employee Stock Option (Right to Buy)	$2.77	12/05/2014		M			450	⁽⁴⁾	08/20/2019	Common Stock	450	$2.77	0	D
Employee Stock Option (Right to Buy)	$2.77	12/05/2014		M			3,865	⁽⁵⁾	08/20/2019	Common Stock	3,865	$2.77	1,935	D
Employee Stock Option (Right to Buy)	$5.05	12/05/2014		M			10,000	⁽⁶⁾	05/09/2023	Common Stock	10,000	$5.05	30,000	D
Employee Stock Option (Right to Buy)	$9.58	12/05/2014		M			10,000	⁽⁷⁾	07/18/2023	Common Stock	10,000	$9.58	65,000	D

Explanation of Responses:

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

2. The option to purchase 7,500 shares of common stock was awarded on April 27, 2011 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $11.63 in increments of 10%, 20%, 30% and 40% on April 27, in the years 2012, 2013, 2014 and 2015, respectively.

3. The option to purchase 10,000 shares of commons stock was awarded on April 25, 2012 under the Amended and Restated SunEdison Equity Incentive Plan and becomes exercisable at an exercise price of $3.45 in 25% increments over four years.

4. The option to purchase 450 shares of common stock was awarded on August 20, 2012 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 50% increments over two years.

5. The option to purchase 5,800 shares of common stock was awarded on August 20, 2012 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 33% increments over three years.

6. The option to purchase 40,000 shares of common stock was awarded on May 9, 2013 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $5.05 per share in 25% increments over four years.

7. The option to purchase 75,000 shares of common stock was awarded on July 18, 2013 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $9.58 per share in increments of 25% over four years.

Remarks:

	/s/ Martin H. Truong	12/09/2014
	** 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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