Initial Statement of Beneficial Ownership (3)
June 30 2017 - 1:01PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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BROOKFIELD ASSET MANAGEMENT INC.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2017
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3. Issuer Name
and
Ticker or Trading Symbol
TERRAFORM GLOBAL, INC. [GLBL]
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(Last)
(First)
(Middle)
BROOKFIELD PLACE, 181 BAY STREET, SUITE 300
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
TORONTO, A6 M5J 2T3
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, Class A, $0.01 par value
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19535004
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I
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Held by Orion US Holdings 1 L.P.
(1)
(2)
(3)
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Common Stock, Class A, $0.01 par value
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1000
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I
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Held by Brookfield BRP Holdings (Canada) Inc.
(1)
(2)
(4)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Explanation of Responses:
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(1)
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For the reasons discussed in the Remarks below, this and a separate Form 3 filed today are being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc.; (vi) Brookfield Renewable Energy L.P.; (vii) Brookfield Renewable Partners L.P.; (viii) Brookfield Renewable Partners Limited; (ix) BREP Holding L.P.; (x) BRP Bermuda GP Limited; (xi) Brookfield Asset Management Inc.; and (xii) Partners Limited. The Reporting Persons are making these joint filings because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
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(2)
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Each Reporting Person states that neither the filing of these statements nor anything herein or therein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by these statements. Orion US Holdings 1 L.P., Brookfield Renewable Partners L.P. and Brookfield Renewable Energy L.P. each disclaims beneficial ownership of all the securities covered by these statements, including any securities that may be deemed to be beneficially owned by any other Reporting Person. Each other Reporting Person disclaims beneficial ownership of the securities covered by these statements, except to the extent of the pecuniary interest of such person in such securities.
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(3)
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The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
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(4)
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The following Reporting Persons may be deemed to beneficially own the securities held by Brookfield BRP Holdings (Canada) Inc.: Brookfield Renewable Energy L.P., as the parent of Brookfield BRP Holdings (Canada) Inc.; Brookfield Renewable Partners L.P., as parent of Brookfield Renewable Energy L.P.; Brookfield Renewable Partners Limited, as general partner of Brookfield Renewable Partners L.P.; BREP Holding L.P., as general partner of Brookfield Renewable Energy L.P.; BRP Bermuda GP Limited, as general partner of BREP Holding L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Renewable Partners Limited and BRP Bermuda GP Limited; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
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Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same class of securities of the same Issuer by the joint filers named in footnote 1 above. Each Form 3 will be filed by Brookfield Asset Management Inc.
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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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BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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Brookfield BRP Holdings (Canada) Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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Brookfield Renewable Energy L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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Brookfield Renewable Partners L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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Brookfield Renewable Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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BREP Holding L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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BRP Bermuda GP Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
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X
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Signatures
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/s/ A.J. Silber for Brookfield Asset Management Inc.
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Andrea Rocheleau for Brookfield BRP Holdings (Canada) Inc.
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Jane Sheere for Brookfield Renewable Energy L.P., by its general partner BREP Holding L.P., by its general partner BRP Bermuda GP Limited
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Jane Sheere for Brookfield Renewable Partners L.P., by its general partner Brookfield Renewable Partners Limited
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Jane Sheere for Brookfield Renewable Partners Limited
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Jane Sheere for BREP Holding L.P., by its general partner BRP Bermuda GP Limited
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6/30/2017
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**
Signature of Reporting Person
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Date
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/s/ Jane Sheere for BRP Bermuda GP Limited
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6/30/2017
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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 5(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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