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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Strategic Value Partners, LLC (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/29/2017	3. Issuer Name and Ticker or Trading Symbol SUNEDISON, INC. [ NONE ]
		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)
Common Stock	4,465,021	I	See Footnotes(1)(2)(3)
Common Stock	4,459,000	I	See Footnotes(1)(2)(4)
Common Stock	631,428	I	See Footnotes(1)(2)(5)
Common Stock	2,157,775	I	See Footnotes(1)(2)(6)

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* Strategic Value Partners, LLC (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (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* SVP Special Situations III LLC (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (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* SVP Special Situations IV LLC (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (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* SVP Special Situations III-A LLC (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (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* Khosla Victor (Last) (First) (Middle) C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (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. The reported securities are held directly by Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P. and Strategic Value Opportunities Fund, L.P. (together, the "Funds"), and may be deemed to be held indirectly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations IV LLC ("Special Situations IV"), SVP Special Situations III-A LLC ("Special Situations III-A"), each as investment manager, and Victor Khosla ("Mr. Khosla" and together with Strategic Value Partners, Special Situations III, Special Situations IV and Special Situations III-A, the "Reporting Persons"), as the sole member of Midwood Holdings, LLC, the managing member of Strategic Value Partners, in each case as described below.

2. The filing of this Form 3 shall not be construed as an admission that the Reporting Persons or the Funds are or were for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of common stock of SunEdison, Inc. (the "Issuer"). The Reporting Persons and the Funds disclaim such beneficial ownership, except to the extent of their pecuniary interest.

3. Held directly by Strategic Value Master Fund, Ltd., a Cayman Islands exempted company. Strategic Value Partners is the investment manager of, and exercises investment discretion over, Strategic Value Master Fund, Ltd. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla.

4. Held directly by Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership. Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla.

5. Held directly by Strategic Value Special Situations Master Fund IV, L.P., a Cayman Islands exempted limited partnership. Special Situations IV is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund IV, L.P. Strategic Value Partners is the managing member of Special Situations IV. Strategic Value Partners and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla.

6. Held directly by Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership. Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla.

Remarks:

	STRATEGIC VALUE PARTNERS, LLC, Name: /s/ James Dougherty, Title: Fund Chief Financial Officer	01/08/2018
	SVP SPECIAL SITUATIONS III LLC, Name: /s/ James Dougherty, Title: Fund Chief Financial Officer	01/08/2018
	SVP SPECIAL SITUATIONS IV LLC, Name: /s/ James Dougherty, Title: Fund Chief Financial Officer	01/08/2018
	SVP SPECIAL SITUATIONS III-A LLC, Name: /s/ James Dougherty, Title: Fund Chief Financial Officer	01/08/2018
	VICTOR KHOSLA, Name: /s/ Victor Khosla	01/08/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.