SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Osmars Kimball (Last) (First) (Middle) 200 LIBERTY STREET 14TH FLOOR (Street) NEW YORK NY 10281 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/17/2020	3. Issuer Name and Ticker or Trading Symbol TerraForm Power, Inc. [ TERP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock(1)	3,605	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(1)	(1)	Class A Common Stock	20,794	(1)	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") represent the contingent right to receive one share of TerraForm Power, Inc.'s Class A Common Stock for every RSU held. On March 25, 2019, the reporting person was awarded 14,421 RSUs pursuant to the TerraForm Power, Inc. 2018 Amended and Restated Long-Term Incentive Plan (the "LTIP"), subject to three-year vesting beginning on February 5, 2019, of which 25% vested on February 5, 2020, and the remaining RSUs will vest as follows: 25% on February 5, 2021 and 50% on February 5, 2022. On January 30, 2020, the reporting person was awarded 9,978 RSUs pursuant to the LTIP. These RSUs vest over a three-year period beginning on January 30, 2020 as follows: 25% on January 30, 2021, 25% on January 30, 2022 and 50% on January 30, 2023.

Remarks:

	/s/ Kimball Osmars	03/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.