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, $0.0001 par value |
| (Title of Class of Securities) |
| 86771W105 |
| (CUSIP Number) |
| December 31, 2015 |
| (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) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 13 Pages
Exhibit Index Contained on Page 10
| CUSIP NO. 86771W105 | 13 G | Page 2 of 13 |
| 1 |
NAME OF REPORTING Accel X L.P. (“A10”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 9,781,146 shares, all of which are directly owned by A10. Accel X Associates L.L.C. (“A10A”), the general partner of A10, may be deemed to have sole power to vote these shares, and Richard P. Wong (“RPW”), a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 9,781,146 shares, all of which are directly owned by A10. A10A, the general partner of A10, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
9,781,146 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.7% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. 86771W105 | 13 G | Page 3 of 13 |
| 1 |
NAME OF REPORTING Accel X Strategic Partners L.P. (“A10SP”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 734,102 shares, all of which are directly owned by A10SP. A10A, the general partner of A10SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 734,102 shares, all of which are directly owned by A10SP. A10A, the general partner of A10SP, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
734,102 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.7% |
| 12 | TYPE OF REPORTING PERSON* | PN |
| CUSIP NO. 86771W105 | 13 G | Page 4 of 13 |
| 1 |
NAME OF REPORTING PERSONS Accel X Associates L.L.C. (“A10A”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 10,515,248 shares, of which 9,781,146 are directly owned by A10 and 734,102 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 10,515,248 shares, of which 9,781,146 are directly owned by A10 and 734,102 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,515,248 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
10.4% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 86771W105 | 13 G | Page 5 of 13 |
| 1 |
NAME OF REPORTING Accel Investors 2009 L.L.C. (“AI09”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 392,684 shares, and RPW, a director of the issuer and managing member of AI09, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 392,684 shares, and RPW, a director of the issuer and managing member of AI09, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
392,684 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.4% |
| 12 | TYPE OF REPORTING PERSON* | OO |
| CUSIP NO. 86771W105 | 13 G | Page 6 of 13 |
| 1 |
NAME OF REPORTING Richard P. Wong (“RPW”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 10,907,932 shares, of which 9,781,146 are directly owned by A10, 734,102 are directly owned by A10SP and 392,684 are directly owned by AI09. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and managing member of A10A and AI09, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 10,907,932 shares, of which 9,781,146 are directly owned by A10, 734,102 are directly owned by A10SP and 392,684 are directly owned by AI09. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and managing member of A10A and AI09, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,907,932 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.8% |
| 12 | TYPE OF REPORTING PERSON* | IN |
| CUSIP NO. 86771W105 | 13 G | Page 7 of 13 |
| ITEM 1(A). | NAME OF ISSUER |
| Sunrun Inc. | |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 595 Market Street, 29th Floor | |
| San Francisco, CA 94105 | |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This Schedule 13G is filed by Accel X L.P., a Delaware limited partnership (“A10”), Accel X Strategic Partners L.P., a Delaware limited partnership (“A10SP”), Accel X Associates L.L.C., a Delaware limited liability company (“A10A”), Accel Investors 2009 L.L.C., a Delaware limited liability company (“AI09”) and Richard P. Wong (“RPW”). The foregoing entities and individual are collectively referred to as the “Reporting Persons.” | |
| A10A is the general partner of A10 and A10SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A10 and A10SP. RPW is a director of the issuer and managing member of A10A and AI09, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by A10, A10SP and AI09. | |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
| The address for each of the Reporting Persons is: | |
| Accel Partners | |
| 428 University Avenue | |
| Palo Alto, CA 94301 | |
| ITEM 2(C) | CITIZENSHIP |
| A10 and A10SP are Delaware limited partnerships. A10A and AI09 are Delaware limited liability companies. RPW is a United States citizen. | |
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES |
| Common Stock, $0.0001 par value. | |
| ITEM 2(E) | CUSIP NUMBER |
| 86771W105 | |
| ITEM 3. | Not Applicable |
| ITEM 4. | OWNERSHIP |
| The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2015. |
| CUSIP NO. 86771W105 | 13 G | Page 8 of 13 |
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not Applicable. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Under certain circumstances set forth in the limited partnership agreements of A10 and A10SP, and the limited liability company agreements of A10A and AI09, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| 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 9 of 13 |
SIGNATURES
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.
Date: February 16, 2016
| Entities: | Accel X L.P.* |
| Accel X Strategic Partners L.P.* | |
| Accel X Associates L.L.C.* | |
| Accel Investors 2009 L.L.C. |
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed entities |
| Individuals: | Richard P. Wong* |
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 86771W105 | 13 G | Page 10 of 13 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 11 | |
| Exhibit B: Power of Attorney | 12 |
| CUSIP NO. 86771W105 | 13 G | Page 11 of 13 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Sunrun Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 16, 2016
| Entities: | Accel X L.P.* |
| Accel X Strategic Partners L.P.* | |
| Accel X Associates L.L.C.* | |
| Accel Investors 2009 L.L.C. |
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed entities |
| Individuals: | Richard P. Wong* |
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 86771W105 | 13 G | Page 12 of 13 |
exhibit B
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each undersigned hereby constitutes and appoints Tracy L. Sedlock his, her or its true and lawful attorney-in-fact to:
(1) execute for and on behalf of each undersigned (each, a “Reporting Person”), individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4, Form 5 and any applicable registration statements, notice filings or reports) that such Reporting Person may be required or requested to file with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the “Reports”) with respect to a Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”) or with respect to a Reporting Person’s obligation to register or otherwise provide filings or reports to the SEC;
(2) do and perform any and all acts for and on behalf of each Reporting Person which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the SEC and any stock exchange or similar foreign or domestic, federal or state authority; and
(3) 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, such Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of such Reporting Person, 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 her discretion.
Each Reporting Person hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such Reporting Person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or her 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. Each Reporting Person acknowledges that no such attorney-in-fact, in serving in such capacity at the request of such Reporting Person, is hereby assuming, nor is any Company hereby assuming, any of such Reporting Person’s responsibilities to comply with any such registration, filing or reporting requirements of the SEC or any stock exchange or similar foreign or domestic, federal or state authority, including without limitation Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise.
This Power of Attorney shall remain in full force and effect with respect to a Reporting Person until the later of such time that (a) such Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules 13G/D with respect to such Reporting Person’s holdings of and transactions in securities issued by a Company, or (b) such Reporting Person is no longer required to file any other forms, registration statements or similar filings with the United States Securities and Exchange Commission or any other similar federal or state governmental entity, unless this Power of Attorney is earlier (i) revoked by such Reporting Person in a signed writing delivered to the foregoing attorney-in-fact or (ii) revoked by such foregoing attorney-in-fact.
| CUSIP NO. 86771W105 | 13 G | Page 13 of 13 |
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2016. This Power of Attorney may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
| ACCEL INVESTORS 2009 L.L.C., | ||
| a Delaware limited liability company | ||
| By: | /s/ Tracy L. Sedlock | |
| Name: Tracy L. Sedlock | ||
| Title: Attorney-in-Fact | ||