Sec Form 4 Filing - Oceanic Investment Management LTD @ 8point3 Energy Partners LP - 2016-01-20

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 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 Oceanic Investment Management LTD 2. Issuer Name and Ticker or Trading Symbol 8point3 Energy Partners LP [ CAFD] 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) ST GEORGES COURT, 2ND FLOOR, UPPER CHURCH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2016 (Street) DOUGLAS, Y8IM1 1EE 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares representing limited partner interests 01/20/2016 S( 1 ) 30,102 D $ 13.59 2,000,737 I See footnote ( 2 ) ( 3 ) ( 4 ) Class A Shares representing limited partner interests 01/21/2016 S( 1 ) 27,403 D $ 14.61 1,973,334 I See footnote ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oceanic Investment Management LTD ST GEORGES COURT, 2ND FLOOR UPPER CHURCH STREET DOUGLAS, Y8IM1 1EE X Oceanic Hedge Fund C/O OCEANIC HEDGE FUND UGLAND HOUSE, P.O. BOX 309 GRAND CAYMAN, E9KY1-1104 X Oceanic Opportunities Master Fund, L.P. MAPLES CORPORATE SERVICES LTD UGLAND HOUSE, PO BOX 309 GRAND CAYMAN, E9KY1-1104 X Signatures /s/ Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund 01/22/2016 Signature of Reporting Person Date Oceanic Opportunities GP Limited, /s/ Anthony Haynes, Authorized Signatory 01/22/2016 Signature of Reporting Person Date Oceanic Opportunities Master Fund, L.P., By: Oceanic Opportunities GP Limited, its General Partner, /s/ Anthony Haynes, Authorized Signatory 01/22/2016 Signature of Reporting Person Date Oceanic CL GP Limited, /s/ Anthony Haynes, Authorized Signatory 01/22/2016 Signature of Reporting Person Date Oceanic CL Fund LP, By: Oceanic CL GP Limited, its General Partner, /s/ Anthony Haynes, Authorized Signatory 01/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported herein were effected on behalf of the CL Fund, as defined below. ( 2 )The securities to which this filing relates are held directly by (i) Oceanic Hedge Fund, a Cayman Islands Open Ended Investment Company ("Oceanic"), (ii) Oceanic Opportunities Master Fund, L.P., a Delaware limited partnership (the "Master Fund") and (iii) Oceanic CL Fund LP, a Cayman Islands Exempted Limited Partnership ("CL Fund", and together with Oceanic and the Master Fund, the "Funds"). ( 3 )Oceanic Investment Management Limited, an Isle of Man Company (the "Manager") serves as investment manager to the Funds and has discretion over the portfolio securities beneficially owned by the Funds. Tufton Oceanic (Isle of Man) Limited, an Isle of Man Company ("TOL (Isle of Man)") controls the Manager and has discretion over the portfolio securities beneficially owned by the Funds. Oceanic Opportunities GP Limited, a Cayman Islands exempted company serves as general partner to the Master Fund and as such has discretion over the portfolio securities beneficially owned by the Master Fund. Oceanic CL GP Limited, a Cayman Islands exempted company serves as general partner to the CL Fund and as such has discretion over the portfolio securities beneficially owned by the CL Fund. Cato Brahde serves as the fund manager to the Funds and the managing director of TOL (Isle of Man). ( 4 )Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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