Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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).
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CUSIP No 88104R100
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13G
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Page
2
of 9 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SunEdison, Inc.
56-1505767
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
48,202,310 shares of Class A Common Stock (See Item 4)
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
48,202,310 shares of Class A Common Stock (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,202,310 shares of Class A Common Stock (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
34.5% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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CUSIP No 88104R100
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13G
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Page
3
of 9 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SunEdison Holdings Corporation
73-1628669
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
48,202,310 shares of Class A Common Stock (See Item 4)
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
48,202,310 shares of Class A Common Stock (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,202,310 shares of Class A Common Stock (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
34.5 % shares of Class A Common Stock (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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CUSIP No 88104R100
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13G
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Page
4
of 9 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SUNE ML 1, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
32,200,000 shares of Class A Common Stock (See Item 4)
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
32,200,000 shares of Class A Common Stock (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,200,000 shares of Class A Common Stock (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
23.1% shares of Class A Common Stock (See Item 4)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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CUSIP No 88104R100
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13G
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Page
5
of 9 Pages
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Item 1(a)
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Name of Issuer:
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TerraForm Power, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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7550 Wisconsin Avenue, 9th
Floor
Bethesda, Maryland, 20814
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Item 2(a)
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Name of Person Filing:
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SunEdison, Inc. (“SunEdison”), SunEdison
Holdings Corporation (“SunEdison Holdings”) and SUNE ML 1, LLC (“SUNE ML”) (collectively, the “Reporting Persons”). SUNE ML, a Delaware limited liability company and a wholly-owned subsidiary of SunEdison Holdings, is
added as a Reporting Person under this Schedule 13G/A.
The Reporting Persons have entered into a Joint Filing Agreement, dated
February 14, 2017, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons agreed to file the Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Act.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the
principal business office of each of the Reporting Persons is c/o SunEdison, Inc., 13736 Riverport Drive, Maryland Heights, Missouri 63043.
Each of the Reporting Persons is a corporation organized under the
laws of the State of Delaware.
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Item 2(d)
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Title of Class of Securities:
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Class A common stock, par value $0.01 per
share.
CUSIP Number: 88104R100
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Item 3
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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CUSIP No 88104R100
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13G
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Page
6
of 9 Pages
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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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 (15 U.S.C. 80a-3).
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not Applicable
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(a)
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Amount beneficially owned:
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SUNE ML directly owned, as of December 31, 2016, 32,200,000
Class B units of TerraForm Power, LLC (“Terra LLC”) and an equal number of shares of Class B common stock, par value $0.01 per share, of the issuer.
SunEdison Holdings directly owned, as of December 31, 2016, 16,002,310 Class B units of Terra LLC and an equal number of shares of Class
B common stock of the issuer. SunEdison Holdings is the sole shareholder of SUNE ML and may therefore be deemed to beneficially own 32,200,000 Class B units of Terra LLC and an equal number of shares of Class B common stock of the issuer.
SunEdison, as the direct parent of SunEdison Holdings, may be deemed to beneficially own, as of December 31, 2016, 48,202,310 Class B
units of Terra LLC and an equal number of shares of Class B common stock.
Each Class B unit of Terra LLC is exchangeable (together with
one share of Class B common stock of the issuer) for one share of Class A common stock of the issuer at any time.
34.5%
All percentages calculated in this Schedule 13G are based upon an aggregate of 91,349,263 shares of Class A common stock outstanding as
of November 30, 2016, pursuant to information disclosed by the issuer in Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed on December 6, 2016, after giving effect to the
exchange of 48,202,310 Class B units of Terra LLC (together with an equivalent number of shares of Class B common stock of the issuer) beneficially owned by the Reporting Persons into an equivalent number of shares of Class A common stock of
the issuer.
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote:
See Item 5 of each cover page
(ii) shared power to vote or to direct the vote: See Item 6 of each cover page
(iii) sole power to dispose or to direct the disposition of: See Item 7 of each cover page
(iv) shared power to dispose or to direct the disposition of: See Item 8 of each cover page
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CUSIP No 88104R100
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13G
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Page
7
of 9 Pages
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed
to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not Applicable
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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See response
to items 4(a) and 4(b) above.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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Not Applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable.
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Item 9
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Notice of Dissolution of Group:
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Not Applicable.
Not Applicable.
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CUSIP No 88104R100
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13G
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Page
8
of 9 Pages
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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.
Date: February 14, 2017
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SUNEDISON, INC.
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Chief Executive Officer
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SUNEDISON HOLDINGS CORPORATION
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Authorized Signatory
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SUNE ML 1, LLC
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Authorized Signatory
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CUSIP No 88104R100
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13G
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Page
9
of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule
13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13G/A is filed on behalf of the undersigned and that all subsequent amendments to
this statement of Schedule 13G/A shall be filed on behalf of the undersigned without the necessity of filing additional joint filing agreements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has
reason to believe that such information is inaccurate.
Date: February 14, 2017
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SUNEDISON, INC.
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Chief Executive Officer
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SUNEDISON HOLDINGS CORPORATION
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Authorized Signatory
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S
UNE ML 1, LLC
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By:
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/s/ John Dubel
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Name:
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John Dubel
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Title:
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Authorized Signatory
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