FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Foundation Capital Management Co. VI, LLC
2. Issuer Name and Ticker or Trading Symbol

Sunrun Inc. [ RUN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

250 MIDDLEFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2016
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/12/2016     J (1)    1100000   D $0.00   10841468   I   By Foundation Capital VI, L.P.   (2)
Common Stock   9/12/2016     J (2)    283250   A $0.00   283250   I   By Foundation Capital Management Co. VI, L.L.C.   (2)
Common Stock   9/12/2016     J (3)    283250   D $0.00   0   I   By Foundation Capital Management Co. VI, L.L.C.   (2)
Common Stock   9/12/2016     J (3)    755   A $0.00   755   I   By Foundation Capital, LLC   (4)
Common Stock   9/12/2016     J (5)    89619   D $0.00   0   I   By Foundation Capital VI Principals Fund, LLC   (2)
Common Stock   9/12/2016     J (6)    25654   A $0.00   67660   I   By William B. Elmore Revocable Trust   (2) (7)
Common Stock   9/12/2016     J (8)    26746   A $0.00   53492   I   By Elmore Family Investments B, LP   (2) (9)
Common Stock   9/12/2016     J (6)    24798   A $0.00   57315   I   By Holland/Yates Family Trust dtd 7/23/1999   (2) (10)
Common Stock   9/12/2016     J (6)    4124   A $0.00   13656   I   By The Holland Childrens Trust   (2) (11)
Common Stock   9/12/2016     J (8)    2674   A $0.00   59989   I   By Holland/Yates Family Trust dtd 7/23/1999   (10)
Common Stock   9/12/2016     J (6)    6685   A $0.00   21879   I   By Koontz Revocable Trust U/A/D 6/29/1998   (2) (12)
Common Stock   9/12/2016     J (6)    11743   A $0.00   40887   I   By Michael N. & Mary G. Schuh 1990 Family Trust   (2) (13)
Common Stock   9/12/2016     J (8)    2674   A $0.00   43561   I   By Michael N. & Mary G. Schuh 1990 Family Trust   (2) (13)
Common Stock   9/12/2016     J (6)    29814   A $0.00   98820   I   By Warren M. Weiss Trust UA dated 7/20/2005   (2) (14)
Common Stock   9/12/2016     J (8)    5349   A $0.00   104169   I   By Warren M. Weiss Trust UA dated 7/20/2005   (2)
Common Stock   9/12/2016     J (6)    5541   A $0.00   17418   I   By Ally L. Weiss GST Exempt Trust   (2) (15)
Common Stock   9/12/2016     J (6)    5541   A $0.00   17418   I   By Shane T. Weiss GST Exempt Trust   (2) (16)
Common Stock   9/12/2016     J (6)    35455   A $0.00   54301   I   By Moldow Family Trust dated 11/11/2003   (2) (17)
Common Stock   9/12/2016     J (8)    1605   A $0.00   55906   I   By Moldow Family Trust dated 11/11/2003   (2) (17)
Common Stock   9/12/2016     J (6)    4491   A $0.00   4491   I   The Moldow 2008 Children?s Trust   (2) (18)
Common Stock   9/13/2016     S (19)    4491   D $5.82   (20) 0   I   The Moldow 2008 Children?s Trust   (2) (18)
Common Stock   9/13/2016     S (19)    37060   D $5.82   (21) 18846   I   By Moldow Family Trust dated 11/11/2003   (2) (17)
Common Stock   9/13/2016     S (22)    755   D $5.73   (23) 0   I   By Foundation Capital, LLC   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on September 12, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.
( 2)  Foundation Capital Management Co. VI, L.L.C. ("FCM VI") is the sole general partner and manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC, respectively, and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of FCM VI, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Mr. Vassallo is a member of the Board of Directors of the Issuer and, accordingly, files separate Section 16 reports.
( 3)  Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, L.L.C. effected following the close of the trading market on September 12, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.
( 4)  Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve P. Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, L.L.C. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Mr. Vassallo is a member of the Board of Directors of the Issuer and, accordingly, files separate Section 16 reports.
( 5)  Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on September 12, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.
( 6)  Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote 1 above.
( 7)  The shares are held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.
( 8)  Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC described in footnote 5 above.
( 9)  The shares are held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein.
( 10)  The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.
( 11)  The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.
( 12)  The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.
( 13)  The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein.
( 14)  The shares are held by The Warren M. Weiss Trust UA dated 7/20/2005 (the "Weiss Trust"). Warren M. Weiss is a trustee of the Weiss Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Weiss Trust except to the extent of his proportionate pecuniary interest therein.
( 15)  The shares are held by the ALLY L. WEISS GST EXEMPT TRUST (the "ALLY Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the ALLY Trust except to the extent of his proportionate pecuniary interest therein.
( 16)  The shares are held by the SHANE T. WEISS GST EXEMPT TRUST (the "SHANE Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the SHANE Trust except to the extent of his proportionate pecuniary interest therein.
( 17)  The shares are held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles P. Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.
( 18)  The shares are held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles P. Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein.
( 19)  Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.
( 20)  Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.64 to $6.00 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 21)  Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.62 to $5.81 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 22)  On September 13, 2016, Foundation Capital, LLC sold 755 shares of stock pursuant to a 10b5-1 Plan dated May 31, 2016.
( 23)  Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.61 to $5.99 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Foundation Capital Management Co. VI, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

Foundation Capital VI Principals Fund, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

FOUNDATION CAPITAL VI LP
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

Foundation Capital, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

ELMORE WILLIAM B
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

HOLLAND PAUL R
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

KOONTZ PAUL G
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

Moldow Charles
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

SCHUH MICHAEL N
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X

Weiss Warren M
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025

X


Signatures
/s/ David Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C. 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-In-Fact for Foundation Capital VI Principals Fund, L.L.C. 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-In-Fact for Foundation Capital VI, L.P. 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Foundation Capital, LLC 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for William B. Elmore 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Paul R. Holland 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Paul G. Koontz 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Charles Moldow 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Michael N. Schuh 9/13/2016
** Signature of Reporting Person Date

/s/ David Singer as Attorney-in-Fact for Warren M. Weiss 9/13/2016
** 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 4(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 control number.
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