Statement of Changes in Beneficial Ownership (4)
May 30 2017 - 6:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
CRANNA REBECCA
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2. Issuer Name
and
Ticker or Trading Symbol
TerraForm Power, Inc.
[
TERP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
7550 WISCONSIN AVENUE, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2016
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(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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3/10/2016
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M
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170
(1)
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A
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$10
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20075
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D
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Class A Common Stock
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3/10/2016
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F
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66
(2)
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D
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$10
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20009
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D
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Class A Common Stock
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3/10/2017
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M
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170
(1)
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A
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$12.33
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43259
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D
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Class A Common Stock
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3/10/2017
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F
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66
(2)
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D
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$12.33
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43193
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (Class A common stock)
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(1)
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3/10/2016
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M
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170
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(1)
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(1)
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Class A Common Stock
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170.0
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$0
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111230
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D
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Restricted Stock Units (Class A common stock)
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(3)
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12/29/2016
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D
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906
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(3)
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(3)
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Class A Common Stock
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906.0
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$0
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84352
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D
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Restricted Stock Units (Class A common stock)
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(1)
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3/10/2017
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M
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170
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(1)
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(1)
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Class A Common Stock
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170.0
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$0
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84182
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D
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Restricted Stock Units (Class A common stock)
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(3)
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5/23/2017
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D
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227
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(3)
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(3)
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Class A Common Stock
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227.0
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$0
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100195
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D
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Explanation of Responses:
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(1)
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This number of shares represents the time based vesting of restricted stock units awarded on March 10, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan. 170 shares of Class A common stock vested on March 10, 2016 and 170 shares of Class A common stock vested on March 10, 2017. These transactions were previously unreported. The number of restricted stock units or shares of Class A common stock listed reflects beneficial ownership as of the time of the reported transaction and has subsequently changed.
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(2)
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This number of shares represents shares that were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units. These transactions were previously unreported. The number of restricted stock units or shares of Class A common stock listed reflects beneficial ownership as of the time of the reported transaction and has subsequently changed.
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(3)
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This number of shares represents the cancellation of restricted stock units awarded on March 10, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan because the applicable DPS targets were not met. 906 RSUs, representing the first third of the performance based RSUs, were cancelled on December 29, 2016. This transaction was previously unreported. On May 23, 2017, an additional 227 RSUs were cancelled.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CRANNA REBECCA
7550 WISCONSIN AVENUE
9TH FLOOR
BETHESDA, MD 20814
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Chief Financial Officer
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Signatures
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/s/ Sebastian Deschler as attorney-in-fact for Rebecca J. Cranna
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5/30/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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