Sec Form 4 Filing - DOMENECH CARLOS @ SUNEDISON, INC. - 2014-11-19

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 DOMENECH CARLOS 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 _____ Officer (give title below) X __ Other (specify below) SVP & General Counsel, TERP (Last) (First) (Middle) C/O SUNEDISON LLC, 13736 RIVERPORT DRIVE, SUITE 180 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2014 (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 Option (Right to Buy) 11/19/2014 M 17,125 ( 1 ) A $ 3.45 331,117 D Employee Stock Option (Right to Buy) 11/19/2014 S 17,125 ( 1 ) D $ 22.22 313,992 D Employee Stock Option (Right to Buy) 11/19/2014 M 53,333 ( 1 ) A $ 1.76 367,325 D Employee Stock Option (Right to Buy) 11/19/2014 S 53,333 ( 1 ) D $ 22.22 313,992 D Employee Stock Option (Right to Buy) 11/19/2014 M 65,667 ( 1 ) A $ 3.27 379,659 D Employee Stock Option (Right to Buy) 11/19/2014 S 65,667 ( 1 ) D $ 22.22 313,992 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 11/19/2014 M 17,125 ( 2 ) 04/25/2022 Common Stock 17,125 $ 3.45 232,875 D Employee Stock Option (Right to Buy) $ 1.76 11/19/2014 M 53,333 ( 3 ) 07/24/2022( 4 ) Common Stock 53,333 $ 1.76 106,667 D Employee Stock Option (Right to Buy) $ 3.27 11/19/2014 M 65,667 ( 5 ) 09/18/2022( 4 ) Common Stock 65,667 $ 3.27 131,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOMENECH CARLOS C/O SUNEDISON LLC 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO63043 SVP & General Counsel, TERP Signatures /s/ Carlos Domenech 11/21/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise and sale of shares by Reporting Person were done under a pre-planned 10b5-1 Plan which was entered into by Reporting Person earlier in the year. ( 2 )The option to purchase 250,000 shares of common stock was awarded on April 25, 2012 under the Amended and Restated SunEdison, Inc. 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 on April 25, 2013, April 25, 2014, April 25, 2015 and April 25, 2016. ( 3 )The option to purchase 160,000 shares of common stock was awarded on July 24, 2012 under the Amended and Restated SunEdison, Inc. 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 SUNE's stock achieves certain target market prices. ( 4 )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. ( 5 )The option to purchase 197,000 shares of common stock was awarded on September 18, 2012 under the Amended and Restated SunEdison, Inc. 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.

Remarks: Reporting Person is an officer of TerraForm Power, Inc. ("TERP") which is more than 10% owned by SunEdison, Inc. Reporting Person received these option awards when employed by Issuer.

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).

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