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 Report (date of earliest event reported): ~~April~~May 61, 2018

_________________________________________________

8point3 Energy Partners LP

(Exact name of registrant as specified in its charter)

_________________________________________________



Delaware	1-37447	47-3298142
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

77 Rio Robles
San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 240-5500

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 provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☒

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April 6~~May 1, 2018, ~~8point3~~one ~~Energy~~of ~~Partners~~our LPsponsors, aSunPower ~~Delaware~~Corporation ~~limited partnership~~ (~~the~~ “~~Partnership~~SunPower”), ~~issued~~and aCharles ~~press~~D. ~~release~~Boynton, ~~announcing~~Executive ~~that~~Vice itPresident ~~has filed a definitive proxy statement with the Securities~~ and ~~Exchange~~Chief ~~Commission~~Financial ~~(“SEC”)~~Officer ~~for the special meeting~~ of ~~holders~~SunPower, ofagreed ~~its~~that ~~Class~~Mr. ABoynton ~~shares~~will totransition ~~consider~~out ~~and vote on a proposal to approve the previously announced Agreement and Plan~~ of ~~Merger~~SunPower ~~and~~in ~~Purchase Agreement, dated February 5, 2018, by and among~~ the ~~Partnership,~~coming ~~8point3~~months ~~General Partner, LLC, 8point3 Operating Company, LLC, 8point3 Holding Company, LLC, 8point3 Solar CEI, LLC, 8point3 Co-Invest Feeder 1, LLC, 8point3 Co-Invest Feeder 2, LLC, CD Clean Energy~~ and ~~Infrastructure~~his Vlast JVday ~~(Holdco),~~with ~~LLC,~~SunPower ~~8point3~~will ~~Partnership~~be ~~Merger~~July ~~Sub, LLC, 8point3 OpCo Merger Sub~~ 1, ~~LLC, and 8point3 OpCo Merger Sub 2, LLC, and the mergers contemplated thereby~~2018.

~~The special meeting will be held on May 23, 2018 at 9:00 a~~Mr.m. ~~Pacific~~Boynton ~~time~~is atexpected 77to ~~Rio~~continue ~~Robles,~~as ~~San~~SunPower’s ~~Jose,~~designee CAas ~~95134.~~chief ~~The~~executive ~~Partnership~~officer ~~expects~~and tochairman ~~commence~~of ~~mailing~~ the ~~definitive~~board ~~proxy~~of ~~statement~~directors ~~and~~of ~~other~~8point3 ~~related~~General ~~proxy~~Partner, ~~materials~~LLC, ona orDelaware ~~about~~limited ~~April~~liability ~~11,~~company ~~2018~~and to the ~~holders~~general ofpartner ~~the Partnership Class A shares~~ of ~~record~~8point3 asEnergy ofPartners ~~April~~LP ~~6, 2018. Only~~ (the ~~holders~~“Partnership”), ofthrough ~~Class~~completion ~~A shares~~ of ~~record at~~ the ~~close~~transactions ofcontemplated ~~business~~by onthe ~~April~~Merger 6,Agreement ~~2018~~entered ~~will~~into beby ~~entitled~~the toPartnership ~~vote~~and atcertain ~~the~~of ~~special~~its ~~meeting.~~affiliates ~~The~~and ~~deadline~~certain ~~for~~affiliates ~~the holders~~ of ~~Class~~Capital ADynamics ~~shares~~Clean toEnergy ~~submit~~Infrastructure ~~their~~V ~~proxy~~JV, isLLC, ~~11:59~~an ~~p.m.~~equity ~~Eastern~~fund ~~time~~managed onby ~~May~~Capital 22Dynamics, ~~2018~~Inc.

The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Exhibit Index
99.1		Press Release, dated April 6, 2018.

SIGNATURE

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

		8POINT3 ENERGY PARTNERS LP
		By:	8point3 General Partner, LLC,
			its general partner
		By:	/s/ JASON E. DYMBORT
			Jason E. Dymbort
			General Counsel
Date:	~~April~~May 64, 2018

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