Sec Form 4 Filing - Wuebbels Brian @ SUNEDISON, INC. - 2014-08-12

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 Wuebbels Brian 2. Issuer Name and Ticker or Trading Symbol SUNEDISON, INC. [ SUNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) C/O SUNEDISON, INC., 13736 MARYLAND HEIGHTS, SUITE 180 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2014 (Street) MARYLAND HEIGHTS, MO63043 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 Employee Stock Options (Right to Buy) 08/12/2014 M 30,133 ( 1 ) A $ 3.27 178,417 D Employee Stock Options (Right to Buy) 08/12/2014 M 24,000 ( 1 ) A $ 11.63 202,417 D Employee Stock Options (Right to Buy) 08/12/2014 M 20,000 ( 1 ) A $ 13.43 222,417 D Employee Stock Options (Right to Buy) 08/12/2014 M 150,000 ( 1 ) A $ 2.13 372,417 D Employee Stock Options (Right to Buy) 08/12/2014 M 24,997 ( 1 ) A $ 15.99 397,414 D Employee Stock Options (Right to Buy) 08/12/2014 M 19,200 ( 1 ) A $ 3.27 416,614 D Employee Stock Options (Right to Buy) 08/12/2014 M 6,250 ( 1 ) A $ 3.45 422,864 D Employee Stock Options (Right to Buy) 08/12/2014 M 40,000 ( 1 ) A $ 1.76 462,864 D Employee Stock Options (Right to Buy) 08/12/2014 F 115,745 ( 1 ) D $ 20.8055 347,119 D Employee Stock Options (Right to Buy) 08/12/2014 S 198,835 ( 1 ) D $ 20.8055 ( 2 ) 148,284 D

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 Employee Stock Option (Right to Buy) $ 3.45 08/12/2014 M 6,250 ( 3 ) 04/25/2022 Common Stock 6,250 $ 0 6,250 D Employee Stock Option (Right to Buy) $ 1.76 08/12/2014 M 40,000 ( 4 ) 07/24/2022( 5 ) Common Stock 40,000 $ 0 80,000 D Employee Stock Option (Right to Buy) $ 13.43 08/12/2014 M 20,000 ( 6 ) 01/20/2019 Common Stock 20,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.27 08/12/2014 M 49,333 ( 7 ) 09/18/2022( 5 ) Common Stock 148,000 $ 0 98,667 D Employee Stock Option (Right to Buy) $ 11.63 08/12/2014 M 24,000 ( 8 ) 04/27/2021 Common Stock 40,000 $ 0 16,000 D Employee Stock Option (Right to Buy) $ 15.99 08/12/2014 M 24,997 ( 9 ) 04/20/2020 Common Stock 25,000 $ 0 3 D Employee Stock Option (Right to Buy) $ 2.13 08/12/2014 M 150,000 ( 10 ) 05/16/2022 Common Stock 300,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wuebbels Brian C/O SUNEDISON, INC. 13736 MARYLAND HEIGHTS, SUITE 180 MARYLAND HEIGHTS, MO63043 EVP & CFO Signatures /s/ Brian Wuebbels 08/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-qualified Stock Options exercised were done during an open trading period ( 2 )This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $20.6848-$20.9848. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected. ( 3 )The option to purchase 12,500 shares of common stock was awarded on April 25, 2012 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $3.45 per share in 25% increments over four years. ( 4 )The option to purchase 120,000 shares of common stock was awarded on July 24, 2012 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if MEMC's stock achieves certain target market prices. ( 5 )The option expires on the tenth anniversary of the grant date, provided that if the target market prices are not achieved by the fifth anniversary of the grant date, the option will be cancelled. ( 6 )The option to purchase 20,000 shares of common stock was awarded on January 20, 2009 under the MEMC 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $13.43 per share in 25% increments over four years. ( 7 )The option to purchase 148,000 shares of common stock was awarded on September 18, 2012 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is a performance based option that will vest, if at all, in 33% increments if MEMC's stock achieves certain target market prices. ( 8 )The option to purchase 40,000 shares of common stock was awarded on April 27, 2011 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $11.63 per share in 10%, 20%, 30% and 40% increments on April 27, 2012, April 27, 2013, April 27, 2014 and April 27, 2015, respectively. ( 9 )The option to purchase 25,000 shares of common stock was awarded on April 20, 2010 under the MEMC 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $15.99 per share in 10%, 20%, 30% and 40% increments on April 20, 2011, April 20, 2012, April 20, 2013 and April 20, 2014, respectively. ( 10 )The option to purchase 300,000 shares of common stock was awarded on May 16, 2012 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $2.13 per share in 25% increments over four years.

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

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