Edgar Filing: Sunrun Inc.

Ownership Submission

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, 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 ^*

Â Wong Rich

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2015

3. Issuer Name and Ticker or Trading Symbol
Sunrun Inc. [RUN]

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS,Â 428 UNIVERSITY AVENUE

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	313,204	I	Held by Accel X L.P. ⁽¹⁾
Common Stock	23,507	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Common Stock	12,574	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	43,872	$ ⁽⁴⁾	I	Held by Accel X L.P. ⁽¹⁾
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,292	$ ⁽⁴⁾	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	1,761	$ ⁽⁴⁾	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	6,613,216	$ ⁽⁵⁾	I	Held by Accel X L.P. ⁽¹⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	496,342	$ ⁽⁵⁾	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	265,502	$ ⁽⁵⁾	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	2,354,097	$ ⁽⁶⁾	I	Held by Accel X L.P. ⁽¹⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	176,681	$ ⁽⁶⁾	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	94,510	$ ⁽⁶⁾	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾
Series D Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	323,835	$ ⁽⁷⁾	I	Held by Accel X L.P. ⁽¹⁾
Series D Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	24,305	$ ⁽⁷⁾	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Series D Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	13,001	$ ⁽⁷⁾	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾
Series E Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	97,227	$ ⁽⁸⁾	I	Held by Accel X L.P. ⁽¹⁾
Series E Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	7,297	$ ⁽⁸⁾	I	Held by Accel X Strategic Partners L.P. ⁽²⁾
Series E Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	3,903	$ ⁽⁸⁾	I	Held by Accel Investors 2009 L.L.C. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wong Rich C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â X	Â X	Â	Â

Signatures

/s/ Jay Maloney, Attorney-in-Fact		08/04/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
(2)	A10A is the General Partner of Accel X Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
(3)	Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of Accel Investors 2009 L.L.C. and therefore share the voting and investment powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
(4)	The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock.
(5)	The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock.
(6)	The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock.
(7)	The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock.
(8)	The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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