Sunedison (SUNEQ) Form 4 Change in insider ownership

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^*

SUNEDISON, INC.

(Last) (First) (Middle)

13736 RIVERPORT DRIVE, SUITE 180

(Street)

MARYLAND HEIGHTS MO 63043

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2015

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
Class A common stock	08/05/2015		P		2,000,000	A	$15	2,000,000	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
Class B Units of TerraForm Global, LLC	(1)(2)	08/05/2015		J(2)		61,343,054(1)(2)		(1)(2)	(1)(2)	Class A Common Stock	61,343,054	(1)(2)	61,343,054	I	See Footnote(3)

1. Name and Address of Reporting Person^*

SUNEDISON, INC.

(Last) (First) (Middle)

13736 RIVERPORT DRIVE, SUITE 180

(Street)

MARYLAND HEIGHTS MO 63043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SunEdison Holdings Corp

(Last) (First) (Middle)

13736 RIVERPORT DRIVE, SUITE 180

(Street)

MARYLAND HEIGHTS MO 63043

(City) (State) (Zip)

Explanation of Responses:

1. Immediately prior to the completion of the TerraForm Global, Inc.'s (the "Company") initial public offering, the Company effected a 469.2408-for-1 stock split of its outstanding Class B common stock and, pursuant to the Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC ("Global LLC") dated as of August 5, 2015 and a related exchange agreement dated as of August 5, 2015 (the "Exchange Agreement"), SunEdison Holdings Corporation's ("Holdings") existing ownership interest in Global LLC was reclassified into a number of Class B units of equal to the number of shares of Class B common stock held by Holdings following such stock split.

2. The Class B units of Global LLC (together with a corresponding number of shares of Class B common stock of the Company) are exchangeable at any time for shares of Class A common stock of the Company on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As Holdings exchanges the Class B units for shares of Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock issued to Holdings will automatically be cancelled.

3. The shares of Class B common stock and Class B units reported herein are directly owned by Holdings and indirectly owned by SunEdison, Inc., which as the direct parent of Holdings has shared voting and dispositive power over such shares and units.

Remarks:

	SunEdision, Inc. /s/ Martin Truong, Secretary	08/05/2015
	SunEdision Holdings Corporation /s/ Martin Truong, Secretary	08/05/2015
	** 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).
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