Edgar Filing: TerraForm Power, Inc.

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Deschler Sebastian

2. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [TERP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, General Counsel & Sec.

(Last)

(First)

(Middle)

7550 WISCONSIN AVENUE, 9TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016

(Street)

BETHESDA, MD 20814

4. If Amendment, Date Original Filed(Month/Day/Year)
12/27/2016

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/23/2016		M		1,500 ⁽¹⁾	A	$ 12.92	142,401	D
Class A Common Stock	12/23/2016		F		542 ⁽²⁾	D	$ 12.92	141,859	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (Class A common stock)

⁽¹⁾

12/23/2016

1,500

⁽¹⁾

Class A Common Stock

1,500

$ 0

10,680

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Deschler Sebastian 7550 WISCONSIN AVENUE 9TH FLOOR BETHESDA, MD 20814			SVP, General Counsel & Sec.

Signatures

/s/ Sebastian Deschler		04/24/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This number of shares represents the vesting of restricted stock units awarded on December 23, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan.
(2)	These shares were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units.
Remarks: The Form 4 filed on December 27, 2016 contained a clerical error with respect to the number of shares of Class A common stock beneficially owned following the disposition of the 542 shares of Class A common stock that were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units. This Form 4/A is being filed to correct the number of shares of Class A common stock beneficially owned following such disposition from 142,359 to 141,859. No other change is made to the original Form 4. The number of Restricted Stock Units listed in Table II reflects beneficial ownership as of the time of the reported transaction and has subsequently changed as reported on Form 4 dated April 13, 2017.

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