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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1. Name and Address of Reporting Person * SUNEDISON, 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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13736 RIVERPORT DRIVE, SUITE 180 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2014 (Street) MARYLAND HEIGHTS, MO 63043 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 Class A Common Stock 07/23/2014   D   250,000 D (1) (1) 0 I See footnote (6)

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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

Class B Units of TerraForm Power, LLC

(2) (4)

07/23/2014

J(2)

65,709,404 (2) (4)

(2)(4)

(2)(4)

Class A Common Stock

65,709,404

(2) (4)

65,709,404

I

See footnote (6)

Class B Units of TerraForm Power, LLC

(3) (4)

07/23/2014

J(3)

5,840,000

(3)(4)

(3)(4)

Class A Common Stock

5,840,000

(3)

71,549,404

I

See footnote (6)

Class B Units of TerraForm Power, LLC

(5)

07/23/2014

S

7,022,750

(5)

(5)

Class A Common Stock

7,022,750

$ 23.26

64,526,654

I

See footnote (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SUNEDISON, INC. 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO 63043		X
SunEdison Holdings Corp 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO 63043		X

Signatures

/s/ Sebastian Deschler, by power of attorney		07/23/2014
**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)	Immediately prior to the completion of the initial public offering of TerraForm Power, Inc. (the "Company"), SunEdison Holdings Corporation ("SunEdison Holdings") contributed to the Company for no consideration all of the shares of Class A common stock held by SunEdison Holdings.
(2)	Immediately prior to the completion of the Company's initial public offering, the Company effected a 262.8376-for-1 stock split of its outstanding Class B common and, pursuant to the Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC ("Terra LLC") dated as of July 23, 2014 and a related exchange agreement dated as of July 23, 2013 (the "Exchange Agreement"), SunEdison Holdings' existing ownership interest in Terra LLC was reclassified into a number of Class B units of equal to the number of shares of Class B common stock held by SunEdison Holdings following such stock split.
(3)	Represents shares of Class B common stock of the Company and Class B units of Terra LLC received by SunEdison Holdings pursuant to a pro rata distribution of securities by Silver Ridge Power LLC ("Silver Ridge") on account of SunEdison Holdings' existing ownership interest in Silver Ridge. Such securities were acquired by Silver Ridge pursuant to the Master Transaction Agreement dated June 16, 2014 in exchange for a certain solar energy project owned by Silver Ridge at a price per share of $25.00.
(4)	The Class B units of Terra LLC (together with a corresponding number of shares of Class B common stock of the Company) are exchangeable at any time for shares of Class A common stock of the Company on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As SunEdison Holdings exchanges the Class B units for shares of Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock issued to SunEdison Holdings will automatically be cancelled.
(5)	Represents Class B units of Terra LLC (and a corresponding number of shares of Class B common stock) acquired by the Company from SunEdison Holdings.
(6)	The shares of Class B common stock and Class B units reported herein are directly owned by SunEdison Holdings and indirectly owned by SunEdison, Inc., which as the direct parent of SunEdison Holdings has shared voting and dispositive power over such shares and units.

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