Kenneth Lawrence Mahaffey Form 4 SUNPOWER / KENNETH LAWRENCE MAHAFFEY 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^*

MAHAFFEY KENNETH LAWRENCE

(Last) (First) (Middle)

51 RIO ROBLES

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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
Common Stock	03/01/2020		M		2,125	A	$0.00	78,098	D
Common Stock	03/01/2020		M		600	A	$0.00	78,698	D
Common Stock	03/01/2020		M		10,000	A	$0.00	88,698	D
Common Stock	03/01/2020		M		10,625	A	$0.00	99,323	D
Common Stock	03/01/2020		M		10,317	A	$0.00	109,640	D
Common Stock	03/01/2020		M		14,166	A	$0.00	123,806	D
Common Stock	03/01/2020		M		12,566	A	$0.00	136,372	D
Common Stock	03/01/2020		F(1)		728	D	$8.57	135,644	D
Common Stock	03/01/2020		F(1)		208	D	$8.57	135,436	D
Common Stock	03/01/2020		F(1)		3,458	D	$8.57	131,978	D
Common Stock	03/01/2020		F(1)		3,675	D	$8.57	128,303	D
Common Stock	03/01/2020		F(1)		3,568	D	$8.57	124,735	D
Common Stock	03/01/2020		F(1)		4,899	D	$8.57	119,836	D
Common Stock	03/01/2020		F(1)		4,346	D	$8.57	115,490	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 (RSUs)	(2)	03/01/2020		M			2,125	(3)	(3)	Common Stock	2,125	$0.00	0	D
Restricted Stock Units (RSUs)	(2)	03/01/2020		M			600	(3)	(3)	Common Stock	600	$0.00	0	D
Performance -Based Restricted Stock Units (PSUs)	(4)	03/01/2020		M			10,000	(5)	(5)	Common Stock	10,000	$0.00	10,000	D
Restricted Stock Units (RSUs)	(2)	03/01/2020		M			10,625	(6)	(6)	Common Stock	10,625	$0.00	21,250	D
Performance-Based Restricted Stock Units (PSUs)	(4)	03/01/2020		M			10,317	(7)	(7)	Common Stock	10,317	$0.00	20,634	D
Restricted Stock Units	(2)	03/01/2020		M			14,166	(8)	(8)	Common Stock	14,166	$0.00	42,501	D
Performance Based Restricted Stock Units	(4)	03/01/2020		M			12,566	(9)	(9)	Common Stock	12,566	$0.00	37,698	D
Performance Based Stock Units (PSU's)	(4)	03/01/2020		M		50,264		(9)	(9)	Common Stock	50,264	$0.00	50,264	D
Restricted Stock Units (RSU's)	(2)	03/01/2020		M		47,059		(10)	(10)	Common Stock	47,059	$0.00	47,059	D
Performance - Based REstricted Stock Units (PSU's)	(4)	03/01/2020		M		50,264		(11)	(11)	Common Stock	50,264	$0.00	50,264	D

Explanation of Responses:

1. Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock shares.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

3. The final RSUs vested on March 1, 2020.

4. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

5. On March 10, 2017, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 16, 2018 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest on March 1, 2021.

6. The remaining RSUs shall vest in installments on each of March 1, 2021 and March 1, 2022.

7. On April 12, 2018, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 12, 2019 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest on each of March 1, 2021 and March 1, 2022.

8. The remaining RSUs shall vest in installments on each of March 1, 2021, March 1, 2022 and March 1, 2023.

9. On February 12, 2019, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 29, 2020 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest on each of March 1, 2021, March 1, 2022 and March 1, 2023.

10. The RSU's shall vest in four equal installments on March 1, 2021, March 1 2022, March 1, 2023 and March 1, 2024

11. On February 12, 2019, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain criteria. The Compensation Committee of the Issuer's Board of Directors confirmed the achievement of the performance criteria on February 29, 2020 and, based on that assessment, determined the number of PSUs. The PSUs will vest in four equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023.

Remarks:

	Lauren Walz, as attorney-in-fact for Kenneth L Mahaffey	03/04/2020
	** Signature of Reporting Person	Date
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