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 *

SUNEDISON, INC. 		2. Issuer Name and Ticker or Trading Symbol

TerraForm Power, Inc. [ TERP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

TWO CITYPLACE DRIVE, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/16/2017
(Street)

ST. LOUIS, MO 63141
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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
Class A Common Stock   10/16/2017     C    48202310   (1) A $0.00   48202310   I   See footnote   (2)
Class A Common Stock   10/16/2017     P    6492504   A $11.46   (3) 54694814   D    
Class A Common Stock   10/16/2017     P    14917   A $9.52   54709731   I   See footnote   (4)
Class A Common Stock   10/16/2017     S    20435852   (5) D $9.52   34273879   I   See footnote   (4)
Class B Common Stock   10/16/2017     J    48202310   (1) D $0.00   0   I   See footnote   (2)

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
Class B Units of TerraForm Power, LLC     (6) 10/16/2017     S         48202310      (6)   (6) Class A Common Stock   48202310   $0.00   0   I   See footnote   (2)

Explanation of Responses:
(1)  Represents shares of Class A Common Stock of TerraForm Power, Inc. issued upon exchange of Class B Common Stock of TerraForm Power, Inc. and Class B units of TerraForm Power, LLC.
(2)  Represents shares directly owned by SunEdison Holdings Corporation and SUNE ML 1, LLC and indirectly owned by SunEdison, Inc., which as the parent of SunEdison Holdings Corporation and SUNE ML, LLC has shared voting and dispositive power over such shares.
(3)  Represents shares of Class A Common Stock received pursuant to a settlement agreement with the issuer and its affiliates.
(4)  Shares disposed include the pro rata portion of shares of Class A Common Stock directly owned by the filer, SunEdison Holdings Corporation and SUNE ML 1, LLC immediately prior to such disposition.
(5)  In connection with the merger and other transactions set forth in the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc., for each share of Class A common stock held by the filer, the filer was given the option to elect to receive either $9.52 per share or to retain a share of Class A common stock, subject to proration. On October 16, 2017, after taking into account the applicable proration, the reporting persons retained 34,273,879 shares of Class A common stock and 20,435,852 shares were converted into the right to receive cash consideration.
(6)  The Class B Units of TerraForm Power, LLC were exchangeable, together with Class B Common Stock of TerraForm Power, Inc., for Class A Common Stock of TerraForm Power, Inc. on a 1 for 1 basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUNEDISON, INC.
TWO CITYPLACE DRIVE, SUITE 200
ST. LOUIS, MO 63141
X

SunEdison Holdings Corp
TWO CITYPLACE DRIVE, SUITE 200
ST. LOUIS, MO 63141
X


Signatures
/s/ John S. Dubel, on behalf of the reporting person 11/15/2017
** Signature of Reporting Person Date

/s/ John S. Dubel, on behalf of the reporting person 11/15/2017
** 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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