Rebecca Cranna Form 4 TerraForm Power / REBECCA CRANNA 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

CRANNA REBECCA

(Last) (First) (Middle)

7550 WISCONSIN AVENUE

9TH FLOOR

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016

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
Class A Common Stock	03/10/2016		M		170(1)	A	$10	20,075	D
Class A Common Stock	03/10/2016		F		66(2)	D	$10	20,009	D
Class A Common Stock	03/10/2017		M		170(1)	A	$12.33	43,259	D
Class A Common Stock	03/10/2017		F		66(2)	D	$12.33	43,193	D

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)	03/10/2016		M			170	(1)	(1)	Class A Common Stock	170	$0	111,230	D
Restricted Stock Units (Class A common stock)	(3)	12/29/2016		D			906	(3)	(3)	Class A Common Stock	906	$0	84,352	D
Restricted Stock Units (Class A common stock)	(1)	03/10/2017		M			170	(1)	(1)	Class A Common Stock	170	$0	84,182	D
Restricted Stock Units (Class A common stock)	(3)	05/23/2017		D			227	(3)	(3)	Class A Common Stock	227	$0	100,195	D

Explanation of Responses:

1. This number of shares represents the time based vesting of restricted stock units awarded on March 10, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan. 170 shares of Class A common stock vested on March 10, 2016 and 170 shares of Class A common stock vested on March 10, 2017. These transactions were previously unreported. The number of restricted stock units or shares of Class A common stock listed reflects beneficial ownership as of the time of the reported transaction and has subsequently changed.

2. This number of shares represents shares that were delivered to the Company to pay for the applicable withholding tax due upon vesting of restricted stock units. These transactions were previously unreported. The number of restricted stock units or shares of Class A common stock listed reflects beneficial ownership as of the time of the reported transaction and has subsequently changed.

3. This number of shares represents the cancellation of restricted stock units awarded on March 10, 2015 under the Company's 2014 Second Amended and Restated Long-Term Incentive Plan because the applicable DPS targets were not met. 906 RSUs, representing the first third of the performance based RSUs, were cancelled on December 29, 2016. This transaction was previously unreported. On May 23, 2017, an additional 227 RSUs were cancelled.

Remarks:

	/s/ Sebastian Deschler as attorney-in-fact for Rebecca J. Cranna	05/30/2017
	** 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.