TerraForm Global Form 4 TERRAFORM GLOBAL / MARK D LERDAL 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^*

LERDAL MARK D

(Last) (First) (Middle)

7550 WISCONSIN AVENUE 9TH FLOOR

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERRAFORM GLOBAL, INC. [ GLBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2017

4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (Class A common stock)	(1)(2)(3)	08/04/2017		A		30,000		(1)(2)(3)	(1)(2)(3)	Class A Common Stock	30,000	$0	70,900	D

Explanation of Responses:

1. On August 4, 2017, 30,000 restricted stock units were awarded under the 2014 Long-Term Incentive Plan in a transaction exempt under rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of TerraForm Global, Inc. Class A Common Stock.

2. The 30,000 restricted stock units will vest in full on June 29, 2018. In the event that prior to June 29, 2018: (i) the Participant resigns with the consent of the Board, (ii) the Participant is removed from the Board without cause (as determined by the Board in its discretion) or (iii) a Change in Control occurs due to a merger of the Company pursuant to the Agreement and Plan of Merger dated as of March 6, 2017 among TerraForm Global, Inc., Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. (the "Brookfield Merger Agreement") a portion of the restricted stock units equal to Prorated Vesting Percentage (as defined below) shall become fully vested.

3. The "Prorated Vesting Percentage" means the percentage calculated by dividing (i) the number of days between May 25, 2017 and, as applicable, (x) the date the Participant resigns with the consent of the Board, (y) the date the Participant is removed from the Board without cause (as determined by the Board in its discretion) or (z) the date of the Effective Time (as defined in the Brookfield Merger Agreement), by (ii) 365; provided, that the Prorated Vesting Percentage shall not exceed 100%.

Remarks:

	/s/ Yana Kravtsova as attorney-in-fact for Mark D. Lerdal	08/08/2017
	** 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).
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