UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 29, 2016 (June 27, 2016)

Date of Report (Date of earliest event reported): June 28, 2016 (June 24, 2016)

SunEdison, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-13828		56-1505767
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)



Delaware (State or other jurisdiction of Incorporation)	1-13828 (Commission File Number)	56-1505767 (I.R.S. Employer Identification Number)

13736 Riverport Dr.Maryland Heights, Missouri 63043 (Address of principal executive offices) (Zip Code)

~~Maryland~~(314) ~~Heights~~770-7300(Registrant's telephone number, ~~Missouri~~including ~~63043~~area code) Not Applicable(Former name or former address, if changed since last report)

(Address of principal executive offices) (Zip Code)

(314) 770-7300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Item ~~Soliciting~~5.02 Departure ~~material~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~14a-12~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Certain ~~240.14a-12)~~Officers; Compensatory Arrangements of Certain Officers

¨Appointment ~~Pre-commencement~~of ~~communications~~Philip ~~pursuant~~J. toGund ~~Rule~~as ~~14d-2(b)~~Chief ~~under~~Financial ~~the Exchange Act (17 CFR 240.14d-2(b))~~Officer

¨On ~~Pre-commencement~~June ~~communications~~28, ~~pursuant~~2016, toSunEdison, ~~Rule~~Inc. ~~13e-4~~(c“SunEdison” or the “Company”) ~~under~~appointed Philip J. Gund as Chief Financial Officer of the ~~Exchange~~Company, ~~Act~~effective immediately. Mr. Gund, age 54, is a Senior Managing Director of Ankura Consulting Group, LLC (17“Ankura ~~CFR~~Consulting ~~240~~Group”), a business advisory and expert services firm.~~13e~~ Mr. Gund has more than 30 years of professional experience, including 26 years working with troubled companies, their creditors, investors and court-4appointed officials. Mr. Gund has advised and assisted companies with various aspects of the workout process and has served as chief executive officer, chief restructuring officer, and chief financial officer. He recently served as Chief Restructuring Officer at Vivaro Corporation, one of the largest pre-paid phone card companies, and as Advisor to Infrastructure and Energy Alternatives, LLC, an alternative energy construction company. Mr. Gund was a Founding Principal of Marotta Gund Budd & Dzera, LLC (c“MGBD”)), which Ankura Consulting Group acquired in 2016. Prior to forming MGBD, Mr. Gund was a Principal at Zolfo Cooper, LLC. Mr. Gund received a Bachelor in Business Administration from Pace University and is a certified public accountant and certified insolvency and restructuring advisor. The Company believes that Mr. Gund’s extensive financial experience and history of leadership will enable him to effectively supervise the Company’s financial operations.

~~Item~~As 1part of Mr.01 ~~Entry~~Gund’s appointment as Chief Financial Officer, SunEdison and Ankura Consulting Group entered into a ~~Material~~management ~~Definitive~~agreement, dated as of June 28, 2016 (The “Management Agreement”). The fees for the services provided by Mr. Gund will be fixed at a monthly rate of $125,000 per month and will be paid to Ankura Consulting Group. In addition, Ankura Consulting Group will be entitled to a discretionary success fee to be determined by the Company’s Chief Executive Officer and Chief Restructuring Officer and the Company’s Board of Directors, subject to the approval by the bankruptcy court.

~~SunEdison,~~The ~~Inc.,~~engagements a debtor and debtor-in-possession (the “Company”) in a pending case (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under ~~Chapter 11 of~~ the ~~United~~Management ~~States Bankruptcy Code, obtained certain amendments to that certain Senior Secured Superpriority Debtor-in-Possession Credit~~ Agreement, ~~dated~~shall ascontinue ofon ~~April 26,~~a ~~2016~~month ~~(as~~to ~~amended,~~month ~~the~~basis ~~“DIP~~until ~~Credit~~terminated ~~Agreement”), entered into~~ by ~~and~~either ~~among the Company, the lenders from time to time~~ party ~~thereto~~at (the ~~“DIP~~end ~~Lenders”),~~of ~~Deutsche~~any ~~Bank AG New York Branch, as administrative agent (in~~ such ~~capacity,~~month ~~the~~upon ~~“DIP~~written ~~Agent”),~~notice ~~and~~to the ~~letter of credit issuers and~~ other ~~financial institutions and entities~~ party ~~thereto~~given ~~from~~at ~~time~~least tothirty ~~time.~~days ~~Such~~prior ~~amendments are reflected in that certain Amendment No. 3~~ to ~~Senior~~the ~~Secured~~end ~~Superpriority Debtor-in-Possession Credit Agreement, dated as~~ of ~~June 24,~~such ~~2016 (the “DIP Amendment”), among the Company, the DIP Lenders party thereto and the DIP Agent~~month.

The ~~DIP~~terms ~~Amendment~~of ~~modifies certain provisions in~~ the ~~DIP~~Management ~~Credit~~ Agreement ~~relating~~remain subject to, ~~among~~the ~~other~~approval ~~things:~~of ~~(a) guaranty~~the ~~and~~bankruptcy ~~collateral~~court ~~matters;~~in ~~and~~all ~~(b) certain milestones relating to the Company’s restructuring efforts~~respects.

The foregoing ~~description~~summary of the ~~DIP~~Management ~~Amendment~~Agreement does not purport to be complete and is qualified in its entirety by reference to the ~~text~~Management ~~of such document~~Agreement, a copy of which is ~~filed~~attached as Exhibit 10.1 ~~hereto~~to this Current Report on Form 8-K and is incorporated herein by reference ~~herein~~.

Departure of Ilan Daskal as Chief Financial Officer

On June 27, 2016, Ilan Daskal resigned from his employment with SunEdison and his positions as Chief Financial Officer designee and Executive Vice President, effective immediately.

Item 7.01 Regulation FD Disclosure.

On June 28, 2016, the Company issued a press release regarding the appointment of Mr. Gund as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1 Amendment No. 3 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 24, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent. Description


10.1	Management Agreement between SunEdison, Inc. and Ankura Consulting Group, LLC dated as of June 28, 2016


99.1	Press Release dated June 28, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

Date: June 28, 2016



		SUNEDISON, INC.
Date:	June 29, 2016	By:	/s/ Martin H. Truong
			Martin H. Truong Senior Vice President, General Counsel and Corporate Secretary

SUNEDISON, INC. By: /s/ John S. Dubel Name: John S. Dubel Title: Chief Executive Officer and Chief Restructuring Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Management Agreement between SunEdison, Inc. and Ankura Consulting Group, LLC dated as of June 28, 2016
Exhibit 10.1		Amendment No. 3 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 24, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent.
99.1		Press Release, dated June 28, 2016.

Filing Compare · SUNEDISON, INC.