Sec Form 4 Filing - FIRST SOLAR, INC. @ 8point3 Energy Partners LP - 2015-06-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FIRST SOLAR, INC. 2. Issuer Name and Ticker or Trading Symbol 8point3 Energy Partners LP [ CAFD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 350 WEST WASHINGTON STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2015 (Street) TEMPE, AZ85281 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

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 Common Units in 8point3 Operating Company, LLC ( 2 ) ( 3 ) 06/24/2015 A 6,721,810 ( 2 )( 3 ) ( 2 )( 3 ) See Footnote ( 4 ) 6,721,810 ( 2 ) ( 3 ) ( 5 ) 6,721,810 I By Subsidiary ( 5 ) ( 6 ) Subordinated Units in 8point3 Operating Company, LLC ( 2 ) ( 3 ) 06/24/2015 A 15,395,115 ( 2 )( 3 ) ( 2 )( 3 ) See Footnote ( 4 ) 15,395,115 ( 2 ) ( 3 ) ( 5 ) 15,395,115 I By Subsidiary ( 5 ) ( 6 ) See Footnote ( 1 ) ( 2 ) ( 3 ) 06/24/2015 A 22,116,925 ( 2 )( 3 ) ( 2 )( 3 ) See Footnote ( 4 ) 22,116,925 ( 2 ) ( 3 ) ( 5 ) 22,116,925 I By Subsidiary ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIRST SOLAR, INC. 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 X First Solar Asset Management, LLC 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 X First Solar 8point3 Asset Management, LLC 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 X Maryland Solar Holdings, Inc. 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 X First Solar 8point3 Holdings, LLC 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 X Signatures /s/ Peter C. Bartolino, as Authorized Signatory of First Solar, Inc. 06/25/2015 Signature of Reporting Person Date /s/ Jason E. Dymbort, as Authorized Signatory of First Solar Asset Management, LLC 06/25/2015 Signature of Reporting Person Date /s/ Jason E. Dymbort, as Authorized Signatory of First Solar 8point3 Asset Management, LLC 06/25/2015 Signature of Reporting Person Date /s/ Jason E. Dymbort, as Authorized Signatory of Maryland Solar Holdings, Inc. 06/25/2015 Signature of Reporting Person Date /s/ Jason E. Dymbort, as Authorized Signatory of First Solar 8point3 Holdings, LLC 06/25/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class B Shares representing limited partner interests in 8point3 Energy Partners LP. ( 2 )Pursuant to an exchange agreement, dated June 24, 2015, certain holders can tender Common Units in 8point3 Operating Company, LLC ("OpCo") and an equal number of Class B shares ("Class B Shares") representing limited partnership interests in 8point3 Energy Partners LP (the "Partnership") (together, the "Tendered Units") for redemption by the Partnership and OpCo. Such holder has the right to receive, at the election of OpCo with the approval of the conflicts committee of the Board of Directors of the General Partner (as defined below), either the number of Class A shares representing limited partnership interests in the Partnership ("Class A Shares") equal to the number of Tendered Units or a cash payment equal to the number of Tendered Units multiplied by the then current trading price of the Class A Shares. ( 3 )(Continued from Footnote 2) In addition, the Partnership has the right but not the obligation, to directly purchase such Tendered Units for, subject to the approval of the conflicts committee of the Board of Directors of the General Partner, cash or Class A Shares at its election. Subordinated Units in OpCo will convert to Common Units in OpCo on a one-for-one basis once certain distribution thresholds have been achieved. ( 4 )Class A Shares representing limited partner interests in 8point3 Energy Partners LP. ( 5 )These securities were acquired by First Solar 8point3 Holdings, LLC and Maryland Solar Holdings, Inc. in connection with the contribution of certain assets, which were recorded at a fair market value of $409.0 million. First Solar 8point3 Holdings, LLC holds 5,779,313 Common Units in OpCo, 13,236,493 Subordinated Units in OpCo and 19,015,806 Class B Shares. Maryland Solar Holdings, Inc. holds 942,497 Common Units in OpCo, 2,158,622 Subordinated Units in OpCo and 3,101,119 Class B Shares. ( 6 )This Form 4 is being filed by First Solar, Inc., First Solar Asset Management, LLC, First Solar 8point3 Asset Management, LLC, Maryland Solar Holdings, Inc. and First Solar 8point3 Holdings, LLC (together, the "Reporting Persons"). First Solar, Inc. holds a 100% interest in First Solar Asset Management, LLC, First Solar Asset Management, LLC holds a 100% interest in First Solar 8point3 Asset Management, LLC and Maryland Solar Holdings, Inc., First Solar Asset Management, LLC holds a 99% interest in First Solar 8point3 Holdings, LLC and First Solar 8point3 Asset Management, LLC holds a 1% interest in First Solar 8point3 Holdings, LLC. First Solar 8point3 Holdings, LLC holds a 50% interest in 8point3 Holding Company, LLC ("Holdings") and Holdings is the sole member of 8point3 General Partner, LLC (the "General Partner"), which owns the non-economic general partner interest in the Partnership.

Remarks: On the basis of the relationship between the Reporting Persons (whether directly or through their affiliates) and certain directors of the General Partner, the general partner of the Partnership, the Reporting Persons may be deemed to be directors of the Partnership. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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