FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

BBHC Orion Holdco L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2018 

3. Issuer Name and Ticker or Trading Symbol

TerraForm Power, Inc. [TERP]

(Last)        (First)        (Middle)

BROOKFIELD PLACE, 181 BAY STREET, SUITE 300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

TORONTO, A6 M5J2T3       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, Class A, $0.01 par value   29878048   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On June 29, 2018, the Reporting Person entered into a contribution agreement with Brookfield BRP Holdings (Canada) Inc. ("BRPHC"), the sole limited partner of the Reporting Person, and Orion Canadian AIV GP Inc., the sole general partner of the Reporting Person, pursuant to which BRPHC contributed 29,878,048 Class A Shares to the Reporting Person in exchange for 100 limited partnership units of the Reporting Person valued at $318,499,991.68, which amount was credited to BRPHC's limited partner's capital account.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BBHC Orion Holdco L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3

X


Signatures
/s/ Adrienne Moore 6/29/2018
** 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 5(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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