Sunpower (SPWRQ) Form 4 SUNPOWER / Howard Wenger 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^*

Wenger Howard

(Last) (First) (Middle)

77 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)
President, Business Units

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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
Common Stock	03/01/2017		M		7,046	A	$0.00	222,124	D
Common Stock	03/01/2017		M		5,666	A	$0.00	227,790	D
Common Stock	03/01/2017		M		6,667	A	$0.00	234,457	D
Common Stock	03/01/2017		M		7,053	A	$0.00	241,510	D
Common Stock	03/01/2017		M		4,467	A	$0.00	245,977	D
Common Stock	03/01/2017		M		667	A	$0.00	246,644	D
Common Stock	03/01/2017		M		1,915	A	$0.00	248,559	D
Common Stock	03/01/2017		M		6,675	A	$0.00	255,234	D
Common Stock	03/01/2017		F(1)		2,814	D	$8.4	252,420	D
Common Stock	03/01/2017		F(1)		2,084	D	$8.4	250,336	D
Common Stock	03/01/2017		F(1)		2,506	D	$8.4	247,830	D
Common Stock	03/01/2017		F(1)		2,651	D	$8.4	245,179	D
Common Stock	03/01/2017		F(1)		1,679	D	$8.4	243,500	D
Common Stock	03/01/2017		F(1)		251	D	$8.4	243,249	D
Common Stock	03/01/2017		F(1)		720	D	$8.4	242,529	D
Common Stock	03/01/2017		F(1)		2,509	D	$8.4	240,020	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
Performance-Based Restricted Stock Units (RSUs)	(2)	03/01/2017		A		7,663		(3)	(3)	Common Stock	7,663	$0.00	7,663	D
Performance-Based Restricted Stock Units (PSUs)	(2)	03/01/2017		M			7,046	(4)	(4)	Common Stock	7,046	$0.00	0	D
Restricted Stock Units (RSUs)	(5)	03/01/2017		M			5,666	(6)	(6)	Common Stock	5,666	$0.00	0	D
Restricted Stock Units (RSUs)	(5)	03/01/2017		M			6,667	(7)	(7)	Common Stock	6,667	$0.00	6,667	D
Performance-Based Restricted Stock Units (PSUs)	(2)	03/01/2017		M			7,053	(8)	(8)	Common Stock	7,053	$0.00	7,053	D
Performance-Based Restricted Stock Units (PSUs)	(2)	03/01/2017		M			4,467	(8)	(8)	Common Stock	4,467	$0.00	4,467	D
Performance-Based Restricted Stock Units (PSUs)	(2)	03/01/2017		M			667	(9)	(9)	Common Stock	667	$0.00	667	D
Performance-Based Restricted Stock Units (PSUs)	(2)	03/01/2017		M			1,915	(10)	(10)	Common Stock	1,915	$0.00	5,748	D
Restricted Stock Units (RSUs)	(5)	03/01/2017		M			6,675	(11)	(11)	Common Stock	6,675	$0.00	20,025	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 PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

3. On February 22, 2016, 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 March 1, 2017 and, based on that assessment, determined the number of PSUs. These PSUs will vest in four equal installments each of March 1, 2017, March 1, 2018, March 1, 2019 and March 1, 2020.

4. On February 5, 2014, 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 23, 2015 and, based on that assessment, determined the number of PSUs. The last vesting date of these PSUs was March 1, 2017.

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

6. The last vesting date of these RSUs was March 1, 2017.

7. The remaining portion of these RSUs will vest on March 1, 2018.

8. On February 23, 2015, 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 22, 2016 and, based on that assessment, determined the number of PSUs. The remaining portion of these PSUs will vest on March 1, 2018.

9. On March 20, 2015, 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 22, 2016 and, based on that assessment, determined the number of PSUs. The remaining portion of these PSUs will vest on March 1, 2018.

10. On February 22, 2016, 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 March 1, 2017 and, based on that assessment, determined the number of PSUs. The remaining PSUs will vest in installments on each of March 1, 2018, March 1, 2019 and March 1, 2020.

11. The remaining RSUs shall vest in installments on each of March 1, 2018, March 1, 2019 and March 1, 2020.

Remarks:

	Lauren Walz, as attorney-in-fact for Howard Wenger	03/03/2017
	** Signature of Reporting Person	Date
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