Statement of Ownership (sc 13g)
February 13 2017 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934 (Amendment No.
)*
8Point3 Energy Partners LP
(Name of Issuer)
Class A Shares
(Title
of Class of Securities)
282539105
(CUSIP
Number)
December 31, 2016
(Date
of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[
ü
] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the
Notes
).
1297544.3
SCHEDULE
13G
1
|
Names of Reporting Persons
Eventide Asset Management, LLC
|
2
|
Check the appropriate box if a member of a Group
(see instructions)
(a)
[ ]
(b)
[ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
1,553,700
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
1,553,700
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,553,700
|
10
|
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row
(9)
5.5%
|
12
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
Page 2 of 5
Item 1.
(a)
Name of Issuer:
8Point3 Energy Partners LP
(b)
Address of Issuer’s Principal Executive Offices:
77 Rio Robles, San Jose, CA 95134
Item 2.
|
(a)
|
Name of Person Filing:
Eventide Asset Management, LLC
|
|
(b)
|
Address of Principal Business Office or, if None, Residence:
One International Place,
Suite 3510, Boston, MA 02110
|
|
(c)
|
Citizenship:
Delaware
|
|
(d)
|
Title and Class of Securities:
Class A Shares
|
Item 3. If this statement
is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
[_]
|
Broker or dealer registered under Section 15 of the Act;
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
(c)
|
[_]
|
Insurance company as defined in Section 3(a)(19) of
the Act;
|
(d)
|
[_]
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
(e)
|
[
ü
]
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
(g)
|
[_]
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
(h)
|
[_]
|
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
[_]
|
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
(k)
|
[_]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4. Ownership
|
(a)
|
Amount Beneficially Owned:
1,553,700
|
|
|
|
|
(b)
|
Percent of Class:
5.5%
|
Page 3 of 5
|
(c)
|
Number of shares as to which such person has:
|
(i)
Sole power to vote or to direct the vote:
1,553,700
|
(ii)
|
Shared power to vote or to direct the vote:
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
1,553,700
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item 6. Ownership of more than Five Percent on
Behalf of Another Person.
Eventide Asset Management, LLC, a Delaware limited liability company
located at One International Place, Suite 3510, Boston, MA 02110 is the beneficial owner of 1,553,700 Class A Shares, as of December
31, 2016, by virtue of being the investment adviser to registered investment companies (mutual funds). 1,479,700 Class A Shares,
which represents 5.3% of the issuer’s outstanding Class A Shares, were held by the Eventide Gilead Fund. No other fund held
more than 5% of the Class A Shares.
Item 7. Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
N/A
Item 8. Identification and classification
of members of the group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course
of business and were not acquired and are not held
for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having
that purpose or effect.
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: 02/13/2017
/s/ Peter J. Luiso
Peter J. Luiso, Chief Compliance Officer and General
Counsel
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 5 of
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