Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 11:40AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. 2)
Sunrun, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
86771W105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
Foundation Capital VI, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒ (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
8,868,136 shares of Common Stock (2)
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
8,868,136 shares of Common Stock (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,868,136 shares of Common Stock (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row 9
8.3%
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12.
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Type of Reporting Person (see
instructions)
PN
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(1)
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This Schedule 13G is filed by Foundation Capital VI, L.P. (FC6), Foundation Capital VI Principals Fund, L.L.C. (FC6P) and Foundation Capital Management Co. VI, L.L.C. (FC6M and
together with FC6 and FC6P, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
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(2)
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Includes (i) 8,867,841 shares held by FC6 and (ii) 295 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the
shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the
Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
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(3)
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This percentage is calculated based upon 106,786,800 shares of the Common Stock outstanding (as of November 6, 2017), as set forth in the Issuers Form
10-Q
for the
quarter ended September 30, 2017, filed with the Securities and Exchange Commission on November 8, 2017.
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2
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1.
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Names of
Reporting Persons
Foundation Capital VI Principals Fund, L.L.C.
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒ (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
8,868,136 shares of Common Stock (2)
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
8,868,136 shares of Common Stock (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,868,136 shares of Common Stock (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row 9
8.3%
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12.
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Type of Reporting Person (see
instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
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(2)
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Includes (i) 8,867,841 shares held by FC6 and (ii) 295 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the
shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the
Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
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(3)
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This percentage is calculated based upon 106,786,800 shares of the Common Stock outstanding (as of November 6, 2017), as set forth in the Issuers Form 10-Q for the quarter ended September 30, 2017, filed with the
Securities and Exchange Commission on November 8, 2017.
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3
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1.
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Names of
Reporting Persons
Foundation Capital Management Co. VI, L.L.C.
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒ (1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0 shares
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6.
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Shared Voting Power
8,868,136 shares of Common Stock (2)
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7.
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Sole Dispositive Power
0 shares
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8.
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Shared Dispositive Power
8,868,136 shares of Common Stock (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,868,136 shares of Common Stock (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row 9
8.3%
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12.
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Type of Reporting Person (see
instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
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(2)
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Includes (i) 8,867,841 shares held by FC6 and (ii) 295 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the
shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the
Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
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(3)
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This percentage is calculated based upon 106,786,800 shares of the Common Stock outstanding (as of November 6, 2017), as set forth in the Issuers Form 10-Q for the quarter ended September 30, 2017, filed with the
Securities and Exchange Commission on November 8, 2017.
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4
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Item 1(a).
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Name of Issuer:
Sunrun, Inc.
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Item 1(b).
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Address of Issuers Principal Executive Offices:
595 Market Street, 29
th
Floor
San Francisco, California 94105
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Item 2(a).
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Name of Person Filing:
Foundation Capital VI, L.P. (FC6)
Foundation Capital VI Principals Fund, L.L.C. (FC6P)
Foundation Capital Management Co. VI, L.L.C. (FC6M)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
c/o Foundation Capital
550 High Street, 3
rd
Floor
Palo Alto, California 94301
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Item 2(c).
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Citizenship:
FC6 Delaware
FC6P Delaware
FC6M Delaware
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Item 2(d).
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Title of Class of Securities:
Common Stock
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Item 2(e).
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CUSIP Number:
86771W105
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Item 3.
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Not applicable.
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Item 4.
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Ownership
. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017:
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Reporting Persons
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Shares
Held
Directly (1)
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class (3)
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FC6
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8,867,841
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0
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8,868,136
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0
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8,868,136
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8,868,136
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8.3
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%
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FC6P
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295
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0
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8,868,136
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0
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8,868,136
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8,868,136
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8.3
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%
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FC6M (2)
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0
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0
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8,868,136
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0
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8,868,136
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8,868,136
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8.3
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%
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(1)
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Represents the number of shares of Common Stock held by the Reporting Person.
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(2)
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FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial
ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly.
|
(3)
|
This percentage is calculated based upon 106,786,800 shares of the Common Stock outstanding (as of November 6, 2017), as set forth in the Issuers Form 10-Q for the quarter ended September 30, 2017, filed with the
Securities and Exchange Commission on November 8, 2017.
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Item 5.
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Ownership of 5 Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
☐
Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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Not applicable.
5
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of a Group
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Not applicable.
Not applicable.
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2018
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F
OUNDATION
C
APITAL
M
ANAGEMENT
C
O
. VI, L.L.C.
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By:
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/s/ William B. Elmore
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Manager
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F
OUNDATION
C
APITAL
VI, L.P.
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By:
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Foundation Capital Management Co. VI, L.L.C., its General Partner
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By:
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/s/ William B. Elmore
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Manager
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F
OUNDATION
C
APITAL
VI P
RINCIPALS
F
UND
, L.L.C.
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By:
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Foundation Capital Management Co. VI, L.L.C., its Manager
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By:
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/s/ William B. Elmore
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Manager
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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7
AGREEMENT
Pursuant to Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that
only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Sunrun, Inc.
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Dated: February 12, 2018
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F
OUNDATION
C
APITAL
M
ANAGEMENT
C
O
. VI, L.L.C.
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By:
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/s/ William B. Elmore
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Manager
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F
OUNDATION
C
APITAL
VI, L.P.
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By: Foundation Capital Management Co. VI, L.L.C., its General Partner
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By:
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/s/ William B. Elmore
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Manager
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F
OUNDATION
C
APITAL
VI P
RINCIPALS
F
UND
, L.L.C.
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By:
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Foundation Capital Management Co. VI, L.L.C., its Manager
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By:
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/s/ William B. Elmore
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Manager
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8
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