SEC Form 3
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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2015 | 3. Issuer Name and Ticker or Trading Symbol Sunrun Inc. [ RUN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 | 313,204 | D(1) | |
Common Stock | 23,507 | I | Held by Accel X Strategic Partners L.P.(2) |
Common Stock | 12,574 | I | Held by Accel Investors 2009 L.L.C.(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 | ||||
Series A Preferred Stock | (4) | (4) | Common Stock | 43,872 | (4) | D(1) | |
Series A Preferred Stock | (4) | (4) | Common Stock | 3,292 | (4) | I | Held by Accel X Strategic Partners L.P.(2) |
Series A Preferred Stock | (4) | (4) | Common Stock | 1,761 | (4) | I | Held by Accel Investors 2009 L.L.C.(3) |
Series B Preferred Stock | (5) | (5) | Common Stock | 6,613,216 | (5) | D(1) | |
Series B Preferred Stock | (5) | (5) | Common Stock | 496,342 | (5) | I | Held by Accel X Strategic Partners L.P.(2) |
Series B Preferred Stock | (5) | (5) | Common Stock | 265,502 | (5) | I | Held by Accel Investors 2009 L.L.C.(3) |
Series C Preferred Stock | (6) | (6) | Common Stock | 2,354,097 | (6) | D(1) | |
Series C Preferred Stock | (6) | (6) | Common Stock | 176,681 | (6) | I | Held by Accel X Strategic Partners L.P.(2) |
Series C Preferred Stock | (6) | (6) | Common Stock | 94,510 | (6) | I | Held by Accel Investors 2009 L.L.C.(3) |
Series D Preferred Stock | (7) | (7) | Common Stock | 323,835 | (7) | D(1) | |
Series D Preferred Stock | (7) | (7) | Common Stock | 24,305 | (7) | I | Held by Accel X Strategic Partners L.P.(2) |
Series D Preferred Stock | (7) | (7) | Common Stock | 13,001 | (7) | I | Held by Accel Investors 2009 L.L.C.(3) |
Series E Preferred Stock | (8) | (8) | Common Stock | 97,227 | (8) | D(1) | |
Series E Preferred Stock | (8) | (8) | Common Stock | 7,297 | (8) | I | Held by Accel X Strategic Partners L.P.(2) |
Series E Preferred Stock | (8) | (8) | Common Stock | 3,903 | (8) | I | Held by Accel Investors 2009 L.L.C.(3) |
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. Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
2. A10A is the General Partner of Accel X Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
3. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of Accel Investors 2009 L.L.C. and therefore share the voting and investment powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
4. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock. |
5. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock. |
6. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock. |
7. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock. |
8. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock. |
Remarks: |
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X L.P. | 08/04/2015 | |
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Strategic Partners L.P. | 08/04/2015 | |
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel Investors 2009 L.L.C. | 08/04/2015 | |
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Associates L.L.C. | 08/04/2015 | |
** 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 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). | ||
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. |