Amended Statement of Changes in Beneficial Ownership (4/a)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* Deschler Sebastian	2. Issuer Name and Ticker or Trading Symbol TerraForm Power, Inc. [ TERP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP, General Counsel & Sec.
(Last) (First) (Middle) 7550 WISCONSIN AVENUE, 9TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2016
(Street) BETHESDA, MD 20814 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 12/27/2016	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/23/2016		M		1500 ⁽¹⁾	A	$12.92	142401	D
Class A Common Stock	12/23/2016		F		542 ⁽²⁾	D	$12.92	141859	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Class A common stock)	⁽¹⁾	12/23/2016		M			1500	⁽¹⁾	⁽¹⁾	Class A Common Stock	1500.0	$0	10680	D

Explanation of Responses:
(1)	This number of shares represents the vesting of restricted stock units awarded on December 23, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan.
(2)	These shares were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units.

Remarks:
The Form 4 filed on December 27, 2016 contained a clerical error with respect to the number of shares of Class A common stock beneficially owned following the disposition of the 542 shares of Class A common stock that were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units. This Form 4/A is being filed to correct the number of shares of Class A common stock beneficially owned following such disposition from 142,359 to 141,859. No other change is made to the original Form 4. The number of Restricted Stock Units listed in Table II reflects beneficial ownership as of the time of the reported transaction and has subsequently changed as reported on Form 4 dated April 13, 2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Deschler Sebastian 7550 WISCONSIN AVENUE 9TH FLOOR BETHESDA, MD 20814			SVP, General Counsel & Sec.

Signatures
/s/ Sebastian Deschler		4/24/2017
^** 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).
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