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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/30/2016 |
3. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [ TERP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 7,336 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units (Class A common stock) | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | 21,500 | (1)(2)(3) | D | |
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 2,000 time-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The time based RSUs will vest or have already vested at 25% per year on the anniversary of the grant date over a four year period. |
| 2. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 8,000 performance-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. For the performance based RSUs, there are three performance tiers and each tier represents 33% of the entire grant. The performance tiers are based on the dividend per share ("DPS") targets of the Issuer. If certain DPS goals for the respective performance tier are not achieved, the award for that tier is forfeited in its entirety. If certain DPS goals are met for the first quarter of 2016 and each quarter of 2017 and 2018, measured over the trailing twelve months, the first, second and third performance tier, as applicable, will vest at a specified level, based upon the level of DPS achieved. |
| 3. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On December 22, 2015, 12,000 RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The RSUs will vest at 25% per year on the first and second anniversary of the grant date and at 50% on the third anniversary of the grant date. |
| Remarks: |
| /s/ Sebastian Deschler as attorney-in-fact for David Springer | 09/09/2016 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
August 30, 2016
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Rebecca Cranna, Sebastian Deschler, Yana Kravtsova and Ben Davidson signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) prepare, sign and submit for and on behalf of the undersigned a Form ID (including any amendments, supplements or exhibits thereto) to the United States Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) Filer Management website to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system; (ii) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Class A Common Stock of TerraForm Power, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; (iii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such forms with the SEC and any stock exchange or similar authority, including the NASDAQ Stock Market LLC; and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to file a Form ID or to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.
By: /s/ David Springer
Name: David Springer