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* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/08/2019
	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, Class A, $0.01 par value	10/08/2019		P(4)		2,981,514(4)	A	$16.77(4)	32,859,562(4)	I(2)(3)	Owned by BBHC Orion Holdco L.P.(1)(2)(3)

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* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Partners Ltd (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* ORION US GP LLC (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* ORION US HOLDINGS 1 L.P. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Brookfield Infrastructure Fund III GP LLC (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Brookfield BRP Holdings (Canada) Inc. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* BBHC Orion Holdco L.P. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J2T3 (City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

2. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

3. The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

4. On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

	/s/ Kathy Sarpash for Brookfield Asset Management Inc.	10/10/2019
	/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc.	10/10/2019
	/s/ Brian Lawson for Partners Limited	10/10/2019
	/s/ Fred Day for Orion US GP LLC	10/10/2019
	/s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC	10/10/2019
	/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC	10/10/2019
	/s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc.	10/10/2019
	/s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc.	10/10/2019
	** 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).
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