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

INITIAL STATEMENT OF 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 *
  Brookfield BRP Holdings (Canada) Inc.
 2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2018		 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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TORONTO, A6 M5J 2T3		 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 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 29,878,048 (3)
D
 
Common Stock, Class A, $0.01 par value 106,692,020 (1) (2) (3)
I
Owned by Orion US Holdings 1 L.P. (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brookfield BRP Holdings (Canada) Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3		        

Signatures

/s/ Jennifer Mazin 06/12/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(2) The Reporting Person may be deemed to beneficially own the securities beneficially owned by Orion US Holdings 1 L.P. as an indirect wholly-owned subsidiary of Brookfield Asset Management, Inc. and indirect limited partner of Orion US Holdings 1 L.P.
(3) On June 11, 2018, pursuant to the Support Agreement dated February 6, 2018, as amended by the Support Agreement dated May 28, 2018 (as so amended, the "Support Agreement"), Orion US Holdings 1 L.P. purchased 31,097,561 Class A Shares and the Reporting Person purchased 29,878,048 Class A Shares, in each case at a price per share of $10.66, in connection with TerraForm Power, Inc.'s exercise of the Back-Stop (as defined in the Support Agreement).

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