TerraForm Power NY (TERP) Form 3 TerraForm Power / David Springer ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Springer David

(Last) (First) (Middle)

7550 WISCONSIN AVENUE

9TH FLOOR

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/30/2016

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

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

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

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

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

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

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)
Class A Common Stock	7,336	D

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: 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
Restricted Stock Units (Class A common stock)	(1)(2)(3)	(1)(2)(3)	Class A Common Stock	21,500	(1)(2)(3)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 2,000 time-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The time based RSUs will vest or have already vested at 25% per year on the anniversary of the grant date over a four year period.

2. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 8,000 performance-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. For the performance based RSUs, there are three performance tiers and each tier represents 33% of the entire grant. The performance tiers are based on the dividend per share ("DPS") targets of the Issuer. If certain DPS goals for the respective performance tier are not achieved, the award for that tier is forfeited in its entirety. If certain DPS goals are met for the first quarter of 2016 and each quarter of 2017 and 2018, measured over the trailing twelve months, the first, second and third performance tier, as applicable, will vest at a specified level, based upon the level of DPS achieved.

3. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On December 22, 2015, 12,000 RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The RSUs will vest at 25% per year on the first and second anniversary of the grant date and at 50% on the third anniversary of the grant date.

Remarks:

	/s/ Sebastian Deschler as attorney-in-fact for David Springer	09/09/2016
	** 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.