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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Foundation Capital Management Co. VI, LLC

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 FOUNDATION CAPITAL,Â 250 MIDDLEFIELD ROAD

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Mmbr 13D group owning > 10%

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

(Street)

MENLO PARK,Â CAÂ 94025

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 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	556,355	I	Foundation Capital VI, L.P. ⁽¹⁾
Common Stock	6,216	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 (Convertible)	Â ⁽²⁾	Â ⁽²⁾	Common Stock	8,256,563	$ ⁽²⁾	I	Foundation Capital VI, L.P. ⁽¹⁾
Series A Preferred Stock (Convertible)	Â ⁽²⁾	Â ⁽²⁾	Common Stock	92,255	$ ⁽²⁾	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Series B Preferred Stock (Convertible)	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,756,383	$ ⁽³⁾	I	Foundation Capital VI, L.P. ⁽¹⁾
Series B Preferred Stock (Convertible)	Â ⁽³⁾	Â ⁽³⁾	Common Stock	30,798	$ ⁽³⁾	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Series C Preferred Stock (Convertible)	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,916,208	$ ⁽⁴⁾	I	Foundation Capital VI, L.P. ⁽¹⁾
Series C Preferred Stock (Convertible)	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	43,757	$ ⁽⁴⁾	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Series D Preferred Stock (Convertible)	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	357,150	$ ⁽⁵⁾	I	Foundation Capital VI, L.P. ⁽¹⁾
Series D Preferred Stock (Convertible)	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	3,991	$ ⁽⁵⁾	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾
Series E Preferred Stock (Convertible)	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	198,809	$ ⁽⁶⁾	I	Foundation Capital VI, L.P. ⁽¹⁾
Series E Preferred Stock (Convertible)	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	2,221	$ ⁽⁶⁾	I	Foundation Capital VI Principals Fund, LLC ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Foundation Capital Management Co. VI, LLC C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Mmbr 13D group owning > 10%
FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Mmbr 13D group owning > 10%
Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Mmbr 13D group owning > 10%

Signatures

Gail M. Haney, as 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)	Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Richard A. Redelfs, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.