SunEdison Holdings Corp 4
4 · TerraForm Power, Inc. · Filed Nov 15, 2017
Insider Transaction Report
Form 4
SUNEDISON, INC.
10% Owner
Transactions
- Conversion
Class A Common Stock
2017-10-16+48,202,310→ 48,202,310 total(indirect: See footnote) - Purchase
Class A Common Stock
2017-10-16$11.46/sh+6,492,504$74,404,096→ 54,694,814 total - Purchase
Class A Common Stock
2017-10-16$9.52/sh+14,917$142,010→ 54,709,731 total(indirect: See footnote) - Sale
Class A Common Stock
2017-10-16$9.52/sh−20,435,852$194,549,311→ 34,273,879 total(indirect: See footnote) - Other
Class B Common Stock
2017-10-16−48,202,310→ 0 total(indirect: See footnote) - Sale
Class B Units of TerraForm Power, LLC
2017-10-16−48,202,310→ 0 total(indirect: See footnote)→ Class A Common Stock (48,202,310 underlying)
Footnotes (6)
- [F1]Represents shares of Class A Common Stock of TerraForm Power, Inc. issued upon exchange of Class B Common Stock of TerraForm Power, Inc. and Class B units of TerraForm Power, LLC.
- [F2]Represents shares directly owned by SunEdison Holdings Corporation and SUNE ML 1, LLC and indirectly owned by SunEdison, Inc., which as the parent of SunEdison Holdings Corporation and SUNE ML, LLC has shared voting and dispositive power over such shares.
- [F3]Represents shares of Class A Common Stock received pursuant to a settlement agreement with the issuer and its affiliates.
- [F4]Shares disposed include the pro rata portion of shares of Class A Common Stock directly owned by the filer, SunEdison Holdings Corporation and SUNE ML 1, LLC immediately prior to such disposition.
- [F5]In connection with the merger and other transactions set forth in the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc., for each share of Class A common stock held by the filer, the filer was given the option to elect to receive either $9.52 per share or to retain a share of Class A common stock, subject to proration. On October 16, 2017, after taking into account the applicable proration, the reporting persons retained 34,273,879 shares of Class A common stock and 20,435,852 shares were converted into the right to receive cash consideration.
- [F6]The Class B Units of TerraForm Power, LLC were exchangeable, together with Class B Common Stock of TerraForm Power, Inc., for Class A Common Stock of TerraForm Power, Inc. on a 1 for 1 basis.