Edgar Filing: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP

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 ^*

BROOKFIELD ASSET MANAGEMENT INC.

2. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [TERP]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

BROOKFIELD PLACE, 181 BAY STREET, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017

(Street)

TORONTO, A6 M5J 2T3

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Class A, $0.01 par value	10/16/2017		J⁽⁴⁾⁽⁵⁾		65,144,459 ⁽⁴⁾ ⁽⁵⁾	A ⁽⁴⁾ ⁽⁵⁾	$ 9.52 ⁽⁴⁾ ⁽⁵⁾	75,594,459 ⁽⁴⁾ ⁽⁵⁾	I ⁽²⁾ ⁽³⁾	Owned by Orion US Holdings 1 L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Cash-settled total return swaps ⁽⁶⁾

$ 9.26

10/16/2017

J/K

1 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

⁽⁴⁾⁽⁵⁾⁽⁶⁾

⁽⁶⁾

Common Stock, Class A, $0.01 par value

2,366,340

⁽⁶⁾

0 ⁽⁶⁾

Position of Orion US Holdings 1 L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3
Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3
ORION US GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3
ORION US HOLDINGS 1 L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3
Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3

Signatures

A.J. Silber for Brookfield Asset Management Inc.		10/17/2017
^**Signature of Reporting Person		Date
James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc.		10/17/2017
^**Signature of Reporting Person		Date
Brian Lawson for Partners Limited		10/17/2017
^**Signature of Reporting Person		Date
Fred Day for Orion US GP LLC		10/17/2017
^**Signature of Reporting Person		Date
Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC		10/17/2017
^**Signature of Reporting Person		Date
Fred Day for Brookfield Infrastructure Fund III GP LLC		10/17/2017
^**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)	This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Asset Management Inc.; and (vi) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
(2)	Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3)	The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
(4)	On October 16, 2017, pursuant to the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017 (the "Transaction Agreement"), by and among the Issuer, Orion US Holdings 1 L.P. and BRE TERP Holdings Inc. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of Orion US Holdings 1 L.P., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. Immediately following the consummation of the Merger, Orion US Holdings 1 L.P. held 51% of the shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Shares"). In connection with the consummation of the Merger, Orion US Holdings 1 L.P. acquired 65,144,459 Class A Shares at a price of $9.52 per share.
(5)	Further, each holder of Class A Shares, restricted stock awards and restricted stock units of the Issuer outstanding immediately prior to the effective time of the Merger received a special cash dividend paid by the Issuer in the amount of $1.94 per Class A Share or restricted stock award held or Class A Share into which such restricted stock units were exchangeable.
(6)	On October 16, 2017, the cash-settled total return swap agreement reported in Table II and held by Orion US Holdings 1 L.P., with aggregate economic exposure to 2,366,340 notional underlying Class A Shares, terminated and will be subject to cash settlement in accordance with its terms.

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