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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Units of TerraForm Global, LLC | (1) (2) | 08/05/2015 | J(2) | 61,343,054 (1) (2) | (1)(2) | (1)(2) | Class A Common Stock | 61,343,054 | (1) (2) | 61,343,054 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SUNEDISON, INC. 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO 63043 |
X | |||
SunEdison Holdings Corp 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO 63043 |
X |
SunEdision, Inc. /s/ Martin Truong, Secretary | 08/05/2015 | |
**Signature of Reporting Person | Date | |
SunEdision Holdings Corporation /s/ Martin Truong, Secretary | 08/05/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Immediately prior to the completion of the TerraForm Global, Inc.'s (the "Company") initial public offering, the Company effected a 469.2408-for-1 stock split of its outstanding Class B common stock and, pursuant to the Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC ("Global LLC") dated as of August 5, 2015 and a related exchange agreement dated as of August 5, 2015 (the "Exchange Agreement"), SunEdison Holdings Corporation's ("Holdings") existing ownership interest in Global LLC was reclassified into a number of Class B units of equal to the number of shares of Class B common stock held by Holdings following such stock split. |
(2) | The Class B units of Global LLC (together with a corresponding number of shares of Class B common stock of the Company) are exchangeable at any time for shares of Class A common stock of the Company on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As Holdings exchanges the Class B units for shares of Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock issued to Holdings will automatically be cancelled. |
(3) | The shares of Class B common stock and Class B units reported herein are directly owned by Holdings and indirectly owned by SunEdison, Inc., which as the direct parent of Holdings has shared voting and dispositive power over such shares and units. |