Edgar Filing: Sunrun Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Foundation Capital Management Co. VI, LLC

2. Issuer Name and Ticker or Trading Symbol
Sunrun Inc. [RUN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Mmbr 13D group owning > 10%

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL, 250 MIDDLEFIELD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								521,191	I	Foundation Capital VI, L.P. ⁽¹⁾
Common Stock	08/10/2015		A		35,164 ⁽²⁾	A	⁽²⁾	556,355	I	Foundation Capital VI, L.P. ⁽¹⁾
Common Stock	08/10/2015		C		15,485,113	A	⁽³⁾	16,041,468	I	Foundation Capital VI, L.P. ⁽¹⁾
Common Stock								5,823	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Common Stock	08/10/2015		A		393 ⁽²⁾	A	⁽²⁾	6,216	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Common Stock	08/10/2015		C		173,022	A	⁽³⁾	179,238	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock (Convertible)

⁽³⁾

08/10/2015

8,256,563

⁽³⁾

Common Stock

8,256,563

$ 0

Foundation Capital VI, L.P. ⁽¹⁾

Series A Preferred Stock (Convertible)

⁽³⁾

08/10/2015

92,255

⁽³⁾

Common Stock

92,255

$ 0

Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Series B Preferred Stock (Convertible)

⁽³⁾

08/10/2015

2,756,383

⁽³⁾

Common Stock

2,756,383

$ 0

Foundation Capital VI, L.P. ⁽¹⁾

Series B Preferred Stock (Convertible)

⁽³⁾

08/10/2015

30,798

⁽³⁾

Common Stock

30,798

$ 0

Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Series C Preferred Stock (Convertible)

⁽³⁾

08/10/2015

3,916,208

⁽³⁾

Common Stock

3,916,208

$ 0

Foundation Capital VI, L.P. ⁽¹⁾

Series C Preferred Stock (Convertible)

⁽³⁾

08/10/2015

43,757

⁽³⁾

Common Stock

43,757

$ 0

Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Series D Preferred Stock (Convertible)

⁽³⁾

08/10/2015

357,150

⁽³⁾

Common Stock

357,150

$ 0

Foundation Capital VI, L.P. ⁽¹⁾

Series D Preferred Stock (Convertible)

⁽³⁾

08/10/2015

3,991

⁽³⁾

Common Stock

3,991

$ 0

Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Series E Preferred Stock (Convertible)

⁽³⁾

08/10/2015

198,809

⁽³⁾

Common Stock

198,809

$ 0

Foundation Capital VI, L.P. ⁽¹⁾

Series E Preferred Stock (Convertible)

⁽³⁾

08/10/2015

2,221

⁽³⁾

Common Stock

2,221

$ 0

Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Foundation Capital Management Co. VI, LLC C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025		X		Mmbr 13D group owning > 10%
Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025		X		Mmbr 13D group owning > 10%
FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025		X		Mmbr 13D group owning > 10%

Signatures

Gail M. Haney, as Attorney-In-Fact		08/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Richard A. Redelfs, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.
(2)	The shares were acquired pursuant to a Stock Issuance Agreement, the form of which is filed as Exhibit 4.4 to Amendment No. 1 to the Issuer's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 22, 2015.
(3)	Each share of Issuer's Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

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