Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Sunrun Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class
of Securities)
86771W105
(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:
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page
1
of 13 Pages
Exhibit Index Contained on Page 11
CUSIP NO. 86771W105
|
13 G
|
Page 2 of 13
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X L.P. (“A10”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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
3,906,340 shares, all of which are directly owned by A10. Accel
X Associates L.L.C. (“A10A”), the general partner of A10, may be deemed to have sole power to vote these shares, and
Richard P. Wong (“RPW”), a director of the issuer and managing member of A10A, may be deemed to have shared power to
vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,906,340 shares, all of which are directly owned by A10. A10A,
the general partner of A10, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and
managing member of A10A, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,906,340
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.8%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 86771W105
|
13 G
|
Page 3 of 13
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X Strategic Partners L.P. (“A10SP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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
293,182 shares, all of which are directly owned by A10SP. A10A,
the general partner of A10SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and managing
member of A10A, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
293,182 shares, all of which are directly owned by A10SP. A10A,
the general partner of A10SP, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and
managing member of A10A, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
293,182
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.3%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. 86771W105
|
13 G
|
Page 4 of 13
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel X Associates L.L.C. (“A10A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
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
4,199,522 shares, of which 3,906,340 are directly owned by A10 and
293,182 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these
shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
4,199,522 shares, of which 3,906,340 are directly owned by A10 and
293,182 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of
these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these
shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,199,522
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 86771W105
|
13 G
|
Page 5 of 13
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Investors 2009 L.L.C. (“AI09”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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
156,828 shares, and RPW, a director of the issuer and managing member
of AI09, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
156,828 shares, and RPW, a director of the issuer and managing member
of AI09, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
156,828
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.2%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. 86771W105
|
13 G
|
Page 6 of 13
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard P. Wong (“RPW”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
168,387 shares, which are directly owned by The Wong Family 2006
Trust dated 8/30/2006.
|
6
|
SHARED VOTING POWER
4,356,350 shares, of which 3,906,340 are directly owned by A10,
293,182 are directly owned by A10SP and 156,828 are directly owned by AI09. A10A, the general partner of A10 and A10SP, may be
deemed to have sole power to vote these shares, and RPW, a director of the issuer and managing member of A10A and AI09, may be
deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
168,387 shares, which are directly owned by The Wong Family 2006
Trust dated 8/30/2006.
|
8
|
SHARED DISPOSITIVE POWER
4,356,350 shares, of which 3,906,340 are directly owned by A10,
293,182 are directly owned by A10SP and 156,828 are directly owned by AI09. A10A, the general partner of A10 and A10SP, may be
deemed to have sole power to dispose of these shares, may be deemed to have sole power to dispose of these shares, and RPW, a director
of the issuer and managing member of A10A and AI09, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,524,737
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.3%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP NO. 86771W105
|
13 G
|
Page 7 of 13
|
This Amendment No.1 amends the statement on Schedule
13G filed by Accel X L.P., a Delaware limited partnership (“A10”), Accel X Strategic Partners L.P., a Delaware limited
partnership (“A10SP”), Accel X Associates L.L.C., a Delaware limited liability company (“A10A”), Accel
Investors 2009 L.L.C., a Delaware limited liability company (“AI09”) and Richard P. Wong (“RPW”). The foregoing
entities and individual are collectively referred to as the “Reporting Persons.”
|
ITEM 1(A).
|
NAME OF ISSUER
|
Sunrun Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
595 Market Street, 29th Floor
San Francisco, CA 94105
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
A10A is the general partner of A10 and
A10SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A10 and
A10SP. RPW is a director of the issuer and managing member of A10A and AI09, and may be deemed to have shared power to vote and
shared power to dispose of shares of the issuer directly owned by A10, A10SP and AI09.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons is:
Accel Partners
428 University Avenue
Palo Alto, CA 94301
A10 and A10SP are Delaware limited partnerships. A10A and
AI09 are Delaware limited liability companies. RPW is a United States citizen.
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Common Stock, $0.0001 par value.
86771W105
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016.
CUSIP NO. 86771W105
|
13 G
|
Page 8 of 13
|
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each Reporting
Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each Reporting
Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
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:
x
Yes.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
.
|
Under certain circumstances set forth
in the limited partnership agreements of A10 and A10SP, and the limited liability company agreements of A10A and AI09, the general
partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive
dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Not Applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
.
|
Not Applicable.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
Not Applicable.
CUSIP NO. 86771W105
|
13 G
|
Page 9 of 13
|
Not Applicable.
CUSIP NO. 86771W105
|
13 G
|
Page 10 of 13
|
SIGNATURES
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.
Date: February 13, 2017
Accel X Strategic Partners L.P.*
Accel X Associates L.L.C.*
Accel Investors 2009 L.L.C.*
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed entities
|
|
Individuals:
|
Richard P. Wong*
|
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed individual
|
*
Signed
pursuant to a Power of Attorney already on file with the appropriate agencies.
CUSIP NO. 86771W105
|
13 G
|
Page 11 of 13
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
12
|
|
|
|
Exhibit B: Power of Attorney
|
|
13
|
CUSIP NO. 86771W105
|
13 G
|
Page 12 of 13
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Sunrun Inc. shall be filed on behalf
of each of the Reporting Persons. Note that copies of applicable Agreement of Joint Filing are already on file with the appropriate
agencies.
CUSIP NO. 86771W105
|
13 G
|
Page 13 of 13
|
exhibit B
Power of Attorney
Tracy L. Sedlock has signed
this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate
agencies.
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