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 ^*

Accel X LP

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)	_____ Other (specify below)

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

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

(Street)

PALO ALTO, CA 94301

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	08/10/2015		C		9,432,247	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	9,745,451	D ⁽⁶⁾
Common Stock	08/10/2015		A		20,397 ⁽⁷⁾	A	$ 0 ⁽⁷⁾	9,765,848	D ⁽⁶⁾
Common Stock	08/10/2015		C		707,917	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	731,424	I	Held by Accel X Strategic Partners L.P. ⁽⁶⁾
Common Stock	08/10/2015		A		1,530 ⁽⁷⁾	A	$ 0 ⁽⁷⁾	732,954	I	Held by Accel X Strategic Partners L.P. ⁽⁶⁾
Common Stock	08/10/2015		C		378,677	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	391,251	I	Held by Accel Investors 2009 L.L.C. ⁽⁸⁾
Common Stock	08/10/2015		A		819 ⁽⁷⁾	A	$ 0 ⁽⁷⁾	392,070	I	Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

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 ⁽¹⁾

⁽¹⁾

08/10/2015

43,872

⁽¹⁾

Common Stock

43,872

$ 0

D ⁽⁶⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

08/10/2015

3,292

⁽¹⁾

Common Stock

3,292

$ 0

Held by Accel X Strategic Partners L.P. ⁽⁶⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

08/10/2015

1,761

⁽¹⁾

Common Stock

1,761

$ 0

Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

Series B Preferred Stock ⁽²⁾

⁽²⁾

08/10/2015

6,613,216

⁽²⁾

Common Stock

6,613,216

$ 0

D ⁽⁶⁾

Series B Preferred Stock ⁽²⁾

⁽²⁾

08/10/2015

496,342

⁽²⁾

Common Stock

496,342

$ 0

Held by Accel X Strategic Partners L.P. ⁽⁶⁾

Series B Preferred Stock ⁽²⁾

⁽²⁾

08/10/2015

265,502

⁽²⁾

Common Stock

265,502

$ 0

Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

08/10/2015

2,354,097

⁽³⁾

Common Stock

2,354,097

$ 0

D ⁽⁶⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

08/10/2015

176,681

⁽³⁾

Common Stock

176,681

$ 0

Held by Accel X Strategic Partners L.P. ⁽⁶⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

08/10/2015

94,510

⁽³⁾

Common Stock

94,510

$ 0

Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

08/10/2015

323,835

⁽⁴⁾

Common Stock

323,835

$ 0

D ⁽⁶⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

08/10/2015

24,305

⁽⁴⁾

Common Stock

24,305

$ 0

Held by Accel X Strategic Partners L.P. ⁽⁶⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

08/10/2015

13,001

⁽⁴⁾

Common Stock

13,001

$ 0

Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

08/10/2015

97,227

⁽⁵⁾

Common Stock

97,227

$ 0

D ⁽⁶⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

08/10/2015

7,297

⁽⁵⁾

Common Stock

7,297

$ 0

Held by Accel X Strategic Partners L.P. ⁽⁶⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

08/10/2015

3,903

⁽⁵⁾

Common Stock

3,903

$ 0

Held by Accel Investors 2009 L.L.C. ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Accel X LP 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
Accel Investors 2009 L.L.C. 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
Accel X Associates L.L.C. 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL X STRATEGIC PARTNERS LP 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X

Signatures

/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X L.P.		08/10/2015
^**Signature of Reporting Person		Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel Investors 2009 L.L.C.		08/10/2015
^**Signature of Reporting Person		Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Associates L.L.C.		08/10/2015
^**Signature of Reporting Person		Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Strategic Partners L.P.		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)	The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(2)	The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(3)	The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(4)	The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(5)	The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(6)	Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and Accel X Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
(7)	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.
(8)	Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of Accel Investors 2009 L.L.C. and therefore share the voting and investment powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.

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