SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
SUNRUN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
86771W105
(CUSIP Number)
12/31/15
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 9 Pages
| CUSIP NO. 86771W105 | 13 G | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. (“SCGF IV”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589567 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,204,7191 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,204,7191 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,204,7191 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The reported amount of securities beneficially owned by the Reporting Person includes 41,483 shares of the Issuer’s common stock that can be acquired upon the exercise of an outstanding warrant. |
| CUSIP NO. 86771W105 | 13 G | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. (“SCGF IV PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0619227 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
313,2411 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
313,2411 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,2411 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The reported amount of securities beneficially owned by the Reporting Person includes 1,828 shares of the Issuer’s common stock that can be acquired upon the exercise of an outstanding warrant. |
| CUSIP NO. 86771W105 | 13 G | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SCGF IV MANAGEMENT, L.P. (“SCGF IV MGMT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589559 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF.1 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF.1 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,517,9601 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The reported amount of securities beneficially owned by the Reporting Person includes 43,311 shares of the Issuer’s common stock that can be acquired upon the exercise of outstanding warrants. |
| CUSIP NO. 86771W105 | 13 G | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“US TTGP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1162638 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the General Partner of each of SCGF IV and SCGF IV PF.1 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,517,960 shares of which 7,204,719 shares are directly held by SCGF IV and 313,241 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the General Partner of each of SCGF IV and SCGF IV PF.1 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,517,9601 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The reported amount of securities beneficially owned by the Reporting Person includes 43,311 shares of the Issuer’s common stock that can be acquired upon the exercise of outstanding warrants. |
| CUSIP NO. 86771W105 | 13 G | Page 6 of 9 Pages |
| ITEM 1. |
(a) Name of Issuer: Sunrun, Inc.
(b) Address of Issuer’s Principal Executive Offices:
595 Market Street, 29th Floor
San Francisco, CA 94105
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
SCGF IV Management, L.P.
SC US (TTGP), Ltd.
SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
Citizenship:
SCGF IV MGMT, SCGF IV, SCGF IV PF, US TTGP: Cayman Islands
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 86771W105 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP NO. 86771W105 | 13 G | Page 7 of 9 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. 86771W105 | 13 G | Page 8 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 12, 2016 | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of each | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF IV Management, L.P. | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC US (TTGP), Ltd. | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| CUSIP NO. 86771W105 | 13 G | Page 9 of 9 Pages |
Exhibit 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of Sunrun, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: February 12, 2016 | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of each | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF IV Management, L.P. | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC US (TTGP), Ltd. | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||