Sunpower (SPWRQ) Form 4 SUNPOWER / Gaz Electricite Holdings France SAS Total 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^*

TOTAL S.A.

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

92400 COURBEVOIE I0

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2020		P(1)		81,235	A	$8.8566(2)	82,286,608	I(4)	See Footnote(5)
Common Stock	02/27/2020		P(1)		258,662	A	$8.4658(3)	82,545,270	I(4)	See Footnote(5)

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

1. Name and Address of Reporting Person^*

TOTAL S.A.

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

92400 COURBEVOIE I0

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Total Gaz Electricite Holdings France SAS

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

92400 COURBEVOIE I0

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Total Solar INTL SAS

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

92400 COURBEVOIE I0

(City) (State) (Zip)

Explanation of Responses:

1. The transactions reported in Table I of this Form 4 were effected pursuant to a Rule 10b-18 trading plan adopted by the reporting persons on January 10, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.79 to $8.90. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.15 to $8.66. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Following the transactions reported herein, includes 3,968,588 shares of Common Stock held by Total Gaz Electricite Holdings France SAS and 78,576,682 shares of Common Stock held by Total Solar Intl SAS.

5. Total Solar Intl SAS is a direct wholly owned subsidiary of Total Gaz Electricite Holdings France SAS, which is an indirect wholly owned subsidiary of Total S.A. As a result, each of Total Solar Intl SAS, Total Gaz Electricite Holdings France SAS and Total S.A. may be deemed to beneficially own the securities reported herein.

Remarks:

	TOTAL S.A., By: /s/ Aurelien Hamelle, Name: Aurelien Hamelle, Title: General Counsel	02/28/2020
	TOTAL GAZ ELECTRICITE HOLDINGS FRANCE SAS, By: /s/ Laurent Vivier, Name: Laurent Vivier, Title: Managing Director	02/28/2020
	TOTAL SOLAR INTL SAS, By: /s/ Noemie Malige, Name: Noemie Malige, Title: Managing Director	02/28/2020
	** Signature of Reporting Person	Date
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