Renewable Energy Grant GP, L.L.C. Riverstone/Carlyle Form 4 Pattern Energy / Renewable Energy GP II, L.L.C. R/C ownership change

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^*

R/C Renewable Energy GP II, L.L.C.

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pattern Energy Group Inc. [ PEGI ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	06/21/2017		S		8,700,000	D	$21.9082	8,262,546	I	See Footnotes⁽¹⁾⁽²⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

R/C Renewable Energy GP II, L.L.C.

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Energy Group Holdings LP

(Last)

(First)

(Middle)

PIER 1, BAY 3

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Energy GP, LLC

(Last)

(First)

(Middle)

PIER 1, BAY 3

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Energy Group LP

(Last)

(First)

(Middle)

PIER 1, BAY 3

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Renewables GP LLC

(Last)

(First)

(Middle)

PIER 1, BAY 3

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Renewables LP

(Last)

(First)

(Middle)

PIER 1, BAY 3

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

R/C Wind II LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pattern Energy Group Holdings GP LLC

(Last)

(First)

(Middle)

712 FIFTH AVE.

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Held of record by Pattern Development Finance Company LLC and Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of each of Pattern Development Finance Company LLC and Pattern Renewables GP LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.

2. R/C Renewable Energy GP II, LLC is managed by a five-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, Daniel A. D'Aniello and Edward J. Mathias, as the members of the investment committee of R/C Renewable Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by R/C Wind II LP. Such individuals expressly disclaim any such beneficial ownership.

	R/C/ Renewable Energy GP II, LLC By: /s/ Thomas Walker, Authorized Person	06/23/2017
	Pattern Energy Group Holdings LP By: /s/ Daniel M. Elkhort, Vice President	06/23/2017
	Pattern Energy GP LLC By: /s/ Daniel M. Elkhort, Vice President	06/23/2017
	Pattern Energy Group LP By: /s/ Dyann S. Blaine, Vice President	06/23/2017
	Pattern Renewables GP LLC By: /s/ Dyann S. Blaine, Vice President	06/23/2017
	Pattern Renewables LP By: /s/ Dyann S. Blaine, Vice President	06/23/2017
	Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person	06/23/2017
	RC Wind II LP By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person	06/23/2017
	Pattern Energy Group Holdings GP LLC By: RC Wind II LP, its managing member By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person	06/23/2017
	** 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.

Renewable Energy Grant GP, L.L.C. Riverstone/Carlyle Form 4Pattern Energy / Renewable Energy GP II, L.L.C. R/C ownership change