SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sunrun Inc. [ RUN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/24/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/24/2017 | J(1) | 1,100,000 | D | $0.00 | 9,741,468 | I | By Foundation Capital VI, L.P.(2) | ||
| Common Stock | 08/24/2017 | J(2) | 283,250 | A | $0.00 | 283,250 | I | By Foundation Capital Management Co. VI, L.L.C.(2) | ||
| Common Stock | 08/24/2017 | J(3) | 283,250 | D | $0.00 | 0 | I | By Foundation Capital Management Co. VI, L.L.C.(2) | ||
| Common Stock | 53,492 | I | By Elmore Family Investments B, LP(2)(4) | |||||||
| Common Stock | 13,656 | I | By The Holland Childrens Trust(2)(5) | |||||||
| Common Stock | 59,989 | I | By Holland/Yates Family Trust dtd 7/23/1999(2)(6) | |||||||
| Common Stock | 21,879 | I | By Koontz Revocable Trust U/A/D 6/29/1998(2)(7) | |||||||
| Common Stock | 43,561 | I | By Michael N. & Mary G. Schuh 1990 Family Trust(2)(8) | |||||||
| Common Stock | 104,169 | I | By Warren M. Weiss Trust UA dated 7/20/2005(2)(9) | |||||||
| Common Stock | 17,418 | I | By Ally L. Weiss GST Exempt Trust(2)(10) | |||||||
| Common Stock | 17,418 | I | By Shane T. Weiss GST Exempt Trust(2)(11) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on August 24, 2017 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016. |
| 2. Foundation Capital Management Co. VI, L.L.C. ("FCM VI") is the sole general partner and manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC, respectively, and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of FCM VI, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Mr. Vassallo is a member of the Board of Directors of the Issuer and, accordingly, files separate Section 16 reports. |
| 3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, L.L.C. effected following the close of the trading market on August 24, 2017 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016. |
| 4. The shares are held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein. |
| 5. The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein. |
| 6. The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein. |
| 7. The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein. |
| 8. The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein. |
| 9. The shares are held by The Warren M. Weiss Trust UA dated 7/20/2005 (the "Weiss Trust"). Warren M. Weiss is a trustee of the Weiss Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Weiss Trust except to the extent of his proportionate pecuniary interest therein. |
| 10. The shares are held by the ALLY L. WEISS GST EXEMPT TRUST (the "ALLY Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the ALLY Trust except to the extent of his proportionate pecuniary interest therein. |
| 11. The shares are held by the SHANE T. WEISS GST EXEMPT TRUST (the "SHANE Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the SHANE Trust except to the extent of his proportionate pecuniary interest therein. |
| Remarks: |
| /s/ David Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C. | 08/25/2017 | |
| /s/ David Singer as Attorney-In-Fact for Foundation Capital VI Principals Fund, L.L.C. | 08/25/2017 | |
| /s/ David Singer as Attorney-In-Fact for Foundation Capital VI, L.P. | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Foundation Capital, LLC | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for William B. Elmore | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Paul R. Holland | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Paul G. Koontz | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Charles Moldow | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Michael N. Schuh | 08/25/2017 | |
| /s/ David Singer as Attorney-in-Fact for Warren M. Weiss | 08/25/2017 | |
| ** 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 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). | ||
| 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 Number. | ||