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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Wong Rich
2. Issuer Name and Ticker or Trading Symbol

Sunrun Inc. [ RUN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ACCEL PARTNERS, 428 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/3/2017
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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)
Code V Amount (A) or (D) Price
Common Stock   8/3/2017     A    13812   (1) A $0.00   13812   D    
Common Stock                  3906340   I   Held by Accel X L.P.   (2) (3)
Common Stock                  293182   I   Held by Accel X Strategic Partners L.P.   (3) (4)
Common Stock                  156828   I   Held by Accel Investors 2009 L.L.C.   (3) (5)
Common Stock                  168387   I   Held by The Wong Family 2006 Trust dated 8/30/2006   (6)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will fully vest on January 1, 2018, subject to the Reporting Person's continued service as of that date.
(2)  Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. ("A10") and has the sole voting and investment power. Richard P. Wong, a director of the Issuer, is a Managing Member of A10A and shares such powers with A10A's other Managing Members.
(3)  Richard P. Wong, as a Managing Member, disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(4)  A10A is the General Partner of Accel X Strategic Partners L.P. ("A10SP") and has the sole voting and investment power. Richard P. Wong, a director of the Issuer, is a Managing Member of A10A and shares such powers with A10A's other Managing Members.
(5)  Richard P. Wong, a director of the Issuer, is a Managing Member of Accel Investors 2009 L.L.C. and therefore shares the voting and investment powers with its other Managing Members.
(6)  Richard P. Wong, a director of the Issuer, is Trustee of The Wong Family 2006 Trust dated 8/30/2006 and therefore has voting and investment powers.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wong Rich
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE
PALO ALTO, CA 94301
X



Signatures
/s/ Jay Maloney, Attorney-in-Fact 8/7/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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