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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units in 8point3 Operating Company, LLC | (2) (3) | 06/24/2015 | A | 8,778,190 | (2)(3) | (2)(3) | See Footnote (4) | 8,778,190 (2) (3) | (5) | 8,778,190 | I | By Subsidiary (5) (6) | |||
| Subordinated Units in 8point3 Operating Company, LLC | (2) (3) | 06/24/2015 | A | 20,104,885 | (2)(3) | (2)(3) | See Footnote (4) | 20,104,885 (2) (3) | (5) | 20,104,885 | I | By Subsidiary (5) (6) | |||
| See Footnote (1) | (2) (3) | 06/24/2015 | A | 28,883,075 | (2)(3) | (2)(3) | See Footnote (4) | 28,883,075 (2) (3) | (5) | 28,883,075 | I | By Subsidiary (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SUNPOWER CORP 77 RIO ROBLES SAN JOSE, CA 95134 |
X | |||
| SunPower HoldCo, LLC 77 RIO ROBLES SAN JOSE, CA 95134 |
X | |||
| SunPower YC Holdings, LLC 77 RIO ROBLES SAN JOSE, CA 95134 |
X | |||
| /s/ Natalie F. Jackson, as Authorized Signatory of SunPower HoldCo, LLC | 06/25/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Natalie F. Jackson, as Authorized Signatory of SunPower YC Holdings, LLC | 06/25/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Charles D. Boynton, as Authorized Signatory of SunPower Corporation | 06/25/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Class B Shares representing limited partner interests in 8point3 Energy Partners LP. |
| (2) | Pursuant to an exchange agreement, dated June 24, 2015, certain holders can tender Common Units in 8point3 Operating Company, LLC ("OpCo") and an equal number of Class B shares representing limited partnership interests in 8point3 Energy Partners LP (the "Partnership") (together, the "Tendered Units") for redemption by the Partnership and OpCo. Such holder has the right to receive, at the election of OpCo with the approval of the conflicts committee of the Board of Directors of the General Partner (as defined below), either the number of Class A shares representing limited partnership interests in the Partnership ("Class A Shares") equal to the number of Tendered Units or a cash payment equal to the number of Tendered Units multiplied by the then current trading price of the Class A Shares. |
| (3) | (Continued from Footnote 2) In addition, the Partnership has the right but not the obligation, to directly purchase such Tendered Units for, subject to the approval of the conflicts committee of the Board of Directors of the General Partner, cash or Class A Shares at its election. Subordinated Units in OpCo will convert to Common Units in OpCo on a one-for-one basis once certain distribution thresholds have been achieved. |
| (4) | Class A Shares representing limited partner interests in 8point3 Energy Partners LP. |
| (5) | These securities were acquired by SunPower YC Holdings, LLC ("YC Holdings") in connection with the contribution of certain assets, which were recorded at a carryover basis of $127.7 million. |
| (6) | This Form 4 is being filed jointly by SunPower Corporation ("SunPower"), SunPower HoldCo, LLC ("HoldCo") and YC Holdings (together, the "Reporting Persons"). SunPower is the sole member of HoldCo, which is the sole member of YC Holdings. YC Holdings holds a 50% interest in 8point3 Holding Company, LLC ("Holdings") and Holdings is the sole member of 8point3 General Partner, LLC (the "General Partner"), which owns the non-economic general partner interest in the Partnership. |
| Remarks: On the basis of the relationship between the Reporting Persons (whether directly or through their affiliates) and certain directors of the General Partner, the general partner of the Partnership, the Reporting Persons may be deemed to be directors of the Partnership. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. | |