0001599947-15-000078.txt : 20151202 0001599947-15-000078.hdr.sgml : 20151202 20151202193828 ACCESSION NUMBER: 0001599947-15-000078 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151122 FILED AS OF DATE: 20151202 DATE AS OF CHANGE: 20151202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TerraForm Power, Inc. CENTRAL INDEX KEY: 0001599947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 464780940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 762-7700 MAIL ADDRESS: STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON YIELDCO, INC. DATE OF NAME CHANGE: 20140212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANNA REBECCA CENTRAL INDEX KEY: 0001659703 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151266022 MAIL ADDRESS: STREET 1: 7550 WISCONSIN AVE., 9TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 3 1 wf-form3_144910309777163.xml FORM 3 X0206 3 2015-11-22 0 0001599947 TerraForm Power, Inc. TERP 0001659703 CRANNA REBECCA 7550 WISCONSIN AVENUE 9TH FLOOR BETHESDA MD 20814 0 1 0 0 Chief Financial Officer Class A Common Stock 19905 D Restricted Stock Units (Class A common stock) 90000 D Restricted Stock Units (Class A common stock) 3400 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer's Class A common stock. The initial grant of 120,000 RSUs will vest according to the following schedule based on the grant date of September 1, 2014: 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date. These RSU awards are 80% performance based and 20% time based, which are vested at 25 percent per year over a four year period based on a grant date of March 10, 2015. For the performance based RSUs, there are three performance tiers, each tier represents 33 percent of the entire grant. The performance tiers are measured on the dividend per share ("DPS") of TerraForm Power, Inc. Each of the performance tiers are based on DPS targets, as pre-determined and approved by the Compensation Committee. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017 and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%. Exhibit List: Exhibit 24 - Power of Attorney Sebastian Deschler as attorney-in-fact for Rebecca J. Cranna 2015-12-02 EX-24 2 rebeccacranna-terpsection1.htm CRANNA POA Exhibit


December 1, 2015
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Brian Wuebbels, Yana Kravtsova and Sebastian Deschler, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Class A Common Stock of TerraForm Power, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the NASDAQ Stock Market LLC; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

By: /s/ Rebecca J. Cranna        
Name:    Rebecca J. Cranna