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*
SUNEDISON, INC.

(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180

(Street)
MARYLAND HEIGHTS MO 63043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014
3. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [ TERP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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)
Form filed by One Reporting Person
X 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)
Class A common stock, par value $0.01 250,000 I See Footnote(1)
Class B common stock, par value $0.01 250,000 I See Footnote(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SUNEDISON, INC.

(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180

(Street)
MARYLAND HEIGHTS MO 63043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SunEdison Holdings Corp

(Last) (First) (Middle)
13736 RIVERPORT DRIVE, SUITE 180

(Street)
MARYLAND HEIGHTS MO 63043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Consists of 250,000 shares of Class A common stock directly owned by SunEdison Holdings Corporation ("SunEdison Holdings") and indirectly owned by SunEdison, Inc. which as the direct parent of SunEdison Holdings has shared voting and investment power over such shares. All of the shares of Class A common stock held by SunEdison Holdings will be contributed to TerraForm Power, Inc. for no consideration immediately prior to the filing of the Amended & Restated Certificate of Incorporation of TerraForm Power, Inc. (the "A&R Charter") to be filed immediately prior to the consummation of TerraForm Power, Inc.'s initial public offering.
2. Consists of 250,000 shares of Class B common stock directly owned by SunEdison Holdings and indirectly owned by SunEdison, Inc. which as the direct parent of SunEdison Holdings has shared voting and investment power over such shares. Pursuant to the A&R Charter, each share of Class B common stock will be split into 262.8376 shares of Class B common stock.
Remarks:
/s/ Martin Truong, Secretary 07/17/2014
/s/ Martin Truong, Secretary 07/17/2014
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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