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SunPower HoldCo, LLC, et al. – ‘4’ for 6/24/15 re: 8point3 Energy Partners LP

On:  Thursday, 6/25/15, at 8:58pm ET   ·   For:  6/24/15   ·   Accession #:  1209191-15-56592   ·   File #:  1-37447

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/25/15  SunPower HoldCo, LLC              4                      1:13K  8point3 Energy Partners LP        DONNELLEY FIN… File16/FA
          Sunpower Corp.
          SunPower YC Holdings, LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Form 4 Submission
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  6/24/15
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  1635581
Issuer Name:  8point3 Energy Partners LP
Issuer Trading Symbol:  CAFD
Reporting Owner:
Reporting Owner ID:
Owner CIK:  867773
Owner Name:  SUNPOWER CORP
Reporting Owner Address:
Owner Street 1:  77 RIO ROBLES
Owner Street 2:
Owner City:  SAN JOSE
Owner State:  CA
Owner ZIP Code:  95134
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1645623
Owner Name:  SunPower HoldCo, LLC
Reporting Owner Address:
Owner Street 1:  77 RIO ROBLES
Owner Street 2:
Owner City:  SAN JOSE
Owner State:  CA
Owner ZIP Code:  95134
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1645459
Owner Name:  SunPower YC Holdings, LLC
Reporting Owner Address:
Owner Street 1:  77 RIO ROBLES
Owner Street 2:
Owner City:  SAN JOSE
Owner State:  CA
Owner ZIP Code:  95134
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  No
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Common Units in 8point3 Operating Company, LLC
Conversion or Exercise Price:
Footnote ID:  F2
Footnote ID:  F3
Transaction Date:
Value:  6/24/15
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  8,778,190
Transaction Price Per Share:
Footnote ID:  F5
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F2
Footnote ID:  F3
Expiration Date:
Footnote ID:  F2
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  See Footnote
Footnote ID:  F4
Underlying Security Shares:
Value:  8,778,190
Footnote ID:  F2
Footnote ID:  F3
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  8,778,190
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Subsidiary
Footnote ID:  F5
Footnote ID:  F6
Derivative Transaction:
Security Title:
Value:  Subordinated Units in 8point3 Operating Company, LLC
Conversion or Exercise Price:
Footnote ID:  F2
Footnote ID:  F3
Transaction Date:
Value:  6/24/15
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  20,104,885
Transaction Price Per Share:
Footnote ID:  F5
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F2
Footnote ID:  F3
Expiration Date:
Footnote ID:  F2
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  See Footnote
Footnote ID:  F4
Underlying Security Shares:
Value:  20,104,885
Footnote ID:  F2
Footnote ID:  F3
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  20,104,885
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Subsidiary
Footnote ID:  F5
Footnote ID:  F6
Derivative Transaction:
Security Title:
Value:  See Footnote
Footnote ID:  F1
Conversion or Exercise Price:
Footnote ID:  F2
Footnote ID:  F3
Transaction Date:
Value:  6/24/15
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  28,883,075
Transaction Price Per Share:
Footnote ID:  F5
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F2
Footnote ID:  F3
Expiration Date:
Footnote ID:  F2
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  See Footnote
Footnote ID:  F4
Underlying Security Shares:
Value:  28,883,075
Footnote ID:  F2
Footnote ID:  F3
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  28,883,075
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Subsidiary
Footnote ID:  F5
Footnote ID:  F6
Footnotes:
Footnote - F1:  Class B Shares representing limited partner interests in 8point3 Energy Partners LP.
Footnote - F2:  Pursuant to an exchange agreement, dated June 24, 2015, certain holders can tender Common Units in 8point3 Operating Company, LLC ("OpCo") and an equal number of Class B shares representing limited partnership interests in 8point3 Energy Partners LP (the "Partnership") (together, the "Tendered Units") for redemption by the Partnership and OpCo. Such holder has the right to receive, at the election of OpCo with the approval of the conflicts committee of the Board of Directors of the General Partner (as defined below), either the number of Class A shares representing limited partnership interests in the Partnership ("Class A Shares") equal to the number of Tendered Units or a cash payment equal to the number of Tendered Units multiplied by the then current trading price of the Class A Shares.
Footnote - F3:  (Continued from Footnote 2) In addition, the Partnership has the right but not the obligation, to directly purchase such Tendered Units for, subject to the approval of the conflicts committee of the Board of Directors of the General Partner, cash or Class A Shares at its election. Subordinated Units in OpCo will convert to Common Units in OpCo on a one-for-one basis once certain distribution thresholds have been achieved.
Footnote - F4:  Class A Shares representing limited partner interests in 8point3 Energy Partners LP.
Footnote - F5:  These securities were acquired by SunPower YC Holdings, LLC ("YC Holdings") in connection with the contribution of certain assets, which were recorded at a carryover basis of $127.7 million.
Footnote - F6:  This Form 4 is being filed jointly by SunPower Corporation ("SunPower"), SunPower HoldCo, LLC ("HoldCo") and YC Holdings (together, the "Reporting Persons"). SunPower is the sole member of HoldCo, which is the sole member of YC Holdings. YC Holdings holds a 50% interest in 8point3 Holding Company, LLC ("Holdings") and Holdings is the sole member of 8point3 General Partner, LLC (the "General Partner"), which owns the non-economic general partner interest in the Partnership.
Remarks:  On the basis of the relationship between the Reporting Persons (whether directly or through their affiliates) and certain directors of the General Partner, the general partner of the Partnership, the Reporting Persons may be deemed to be directors of the Partnership. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.
Owner Signature:
Signature Name:  /s/ Natalie F. Jackson, as Authorized Signatory of SunPower HoldCo, LLC
Signature Date:  6/25/15
Owner Signature:
Signature Name:  /s/ Natalie F. Jackson, as Authorized Signatory of SunPower YC Holdings, LLC
Signature Date:  6/25/15
Owner Signature:
Signature Name:  /s/ Charles D. Boynton, as Authorized Signatory of SunPower Corporation
Signature Date:  6/25/15


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