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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dickson Paul S.
  2. Issuer Name and Ticker or Trading Symbol
Vivint Solar, Inc. [VSLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
(Last)
(First)
(Middle)
1800 WEST ASHTON BLVD
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2018
(Street)

LEHI, UT 84043
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 11/07/2018   M   132,157 A $ 1 377,161 D  
Common Stock 11/07/2018   S(1)   132,157 D $ 5.75 245,004 D  
Common Stock 11/08/2018   M   16,164 A $ 3.45 261,168 D  
Common Stock 11/08/2018   M   44,445 A $ 1.3 305,613 D  
Common Stock 11/08/2018   S   107,202 D $ 5.8652 (2) 198,411 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1 11/07/2018   M     132,157   (3) 07/11/2023 Common Stock 132,157 $ 0 179,019 D  
Stock Option (Right to Buy) $ 1.3 11/08/2018   M     44,445   (4) 01/23/2024 Common Stock 44,445 $ 0 5,555 D  
Stock Option (Right to Buy) $ 3.45 11/08/2018   M     16,164   (5) 10/02/2027 Common Stock 16,164 $ 0 48,491 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dickson Paul S.
1800 WEST ASHTON BLVD
LEHI, UT 84043
      Chief Revenue Officer  

Signatures

 /s/ Dana C. Russell, attorney-in-fact   11/09/2018
**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 sales reported by Mr. Dickson were effected pursuant to a Rule 10b5-1 trading plan.
(2) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $5.85 to $5.88, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(3) This option is vested as to 262,157 shares. 49,019 unvested shares subject to the original grant vest on May 15, 2019 or, if earlier, when 313 Acquisition LLC receives cash proceeds with respect to its holdings of the issuer's common stock in an amount that equals $500 million more than its cumulative investment in the Issuer's common stock.
(4) This option is vested as to 44,445 shares. The remaining 5,555 unvested shares subject to the original grant vest on May 15, 2019 or, if earlier, when 313 Acquisition LLC receives cash proceeds with respect to its holdings of the issuer's common stock in an amount that equals $500 million more than its cumulative investment in the issuer's common stock.
(5) 25% of the shares subject to this award vested on September 6, 2018, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable.

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