FORM 4 [X] 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 * Bywater David 2. Issuer Name and Ticker or Trading Symbol Vivint Solar, Inc. [ VSLR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
1800 WEST ASHTON BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)
10/8/2020
(Street)
LEHI, UT 84043
(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  10/8/2020    D(1)    430150  D $0.00  620203  D   
Common Stock  10/8/2020    D(2)    620203  D $0.00  0  D   

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
Stock Option (Right to Buy)  $2.85  10/8/2020    D (3)       337037    (4) 12/14/2026  Common Stock  337037  $0.00  0  D   
Stock Option (Right to Buy)  $3.15  10/8/2020    D (3)       485436    (5) 3/15/2028  Common Stock  485436  $0.00  0  D   
Stock Option (Right to Buy)  $4.17  10/8/2020    D (3)       929368    (6) 1/17/2029  Common Stock  929368  $0.00  0  D   
Stock Option (Right to Buy)  $7.75  10/8/2020    D (3)       277161    (7) 12/12/2029  Common Stock  277161  $0.00  0  D   

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 6, 2020 (the "Merger Agreement"), by and among Sunrun Inc. ("RUN"), Viking Merger Sub, Inc. and Vivint Solar, Inc. in exchange for 0.55 shares of RUN common stock per share.
(2)  Pursuant to the Merger Agreement, the restricted stock units held by the Reporting Person were disposed of and converted into restricted stock units representing 0.55 shares of RUN common stock per share.
(3)  Disposed of pursuant to the Merger Agreement and converted into an option to acquire 0.55 shares of RUN common stock per share.
(4)  The shares subject to this option shall vest at the rate of 25% of the total number of shares on December 6, 2017 and thereafter 6.25% of the total shares subject to this option shall vest in equal quarterly installments beginning March 6, 2018, until the option is fully vested; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date.
(5)  The shares subject to this option shall vest at the rate of 25% of the total number of shares on January 1, 2019 and thereafter 6.25% of the total shares subject to this option shall vest in equal quarterly installments beginning April 1, 2019, until the option is fully vested; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date.
(6)  25% of the shares subject to this award will vest on January 1, 2020, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable.
(7)  25% of the shares subject to this award will vest on December 6, 2020, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bywater David
1800 WEST ASHTON BLVD
LEHI, UT 84043
X
Chief Executive Officer

Signatures
/s/ Dana C. Russell, attorney-in-fact 10/8/2020
**Signature of Reporting Person Date
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