EFTA01366681.pdf

Amendment #4 Page 252 of 868 1vhlr et ( mu. ni. Security ownership of certain beneficial owners and management The following able sets teen the beneficial ownershp cr • our Celts A common stock held by • bennioal owners of 5% or more of our common MOCK • each of ors directors, director nominees and named executnre officers, and • all Moir directors director nominees and executive officers. as a group, and • SurEdson Inc 's common stock held by • each of our effectors. director nominees am named executive off oers, and • all of our Ore:tors. director nominees and executive officers as a group. The number d stems of our Class A amnion stock and percentage of combined voting power before and alter completion of this offering is presented after giving effect lo the Organdatooel Trams:bons and are based on the assumptions set forth n 'Summary—The offering—Certain assumptions • Beneficial ownership for the purposes of the Following table is Oetemnned in accordance with the riles and regdations of the SEC These rules generaty provide that a person is the beneficial owner of securitiese suth person has or shares the power to vote or direct the viotog thereof, or to depose or direct the deposition thereof, or has the nght to acquire such powers within 60 days Percentage or voting power is based on 100600066 shares of cm Class A carmen stack outstanding as Of the date of Ins mospectus or 314.318.164 shares 04 SunEdeco Inc s common stock oastand ng as of May 31. 2015. as apploatie, phis err/ shares with respect to which voting or deportee power may to *cowed withn 60 days of the date of this prcepeclus by a slocklokler ncludecl in the group for which percentage ownership has been calculated Except as dsclosed n the footnotes ti Pa table and subject to applicable comm,nly property laws, we believe trot each stockholder identified in the table possesses sole voting and investment power over al stores of common Sleek Shown as beret oally owned by me SICCIdidder The number of shares of Class A common stock held by our executive officers co account or grants of restricted stock vall be peoportexolly increased In the event we ucrease the number c4 shares being offered hereby and do rot use such net proceeds therefrom to repurchase Class B unts (and stares of Class B common stock) The following table aces not reflect any shares of our Class A common stock tral directors, oncers, emotive., and certain other person who are associated wen us may purchase in the dieting through the &toted share program described under 'Urdenvnling (conflicts or Intently elsewhere in this prospectus Udine othennse tidcated n the tale or foatrotes bebw. the address fa each beneficial owner is do TerraForm Gabel Inc 7550 Wisconsin Avenue. Sth Floor. Bethesda, Marytend 20814 For further information regardng maim* transactions between us and certain d our 00ektvaldere see 'Coffer+ relationships aril related party transactions 244 http://cfdocs.btogo. com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058209 CONFIDENTIAL SDNY_GM_00204393 EFTA01366681