Sec Form 4 Filing - Accel X LP @ Sunrun Inc. - 2015-09-30

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 Accel X LP 2. Issuer Name and Ticker or Trading Symbol Sunrun Inc. [ RUN] 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) 428 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2015 (Street) PALO ALTO, CA94301 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

09/30/2015 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 Warrants (right to buy) ( 1 ) $ 22.5 09/30/2015 A 15,298 09/30/2015 09/30/2018 Common Stock 15,298 $ 0 15,298 D ( 2 ) Warrants (right to buy) ( 1 ) $ 22.5 09/30/2015 A 1,148 09/30/2018 Common Stock 1,148 $ 0 1,148 I Held by Accel X Strategic Partners L.P. ( 2 ) Warrants (right to buy) ( 1 ) $ 22.5 09/30/2015 A 614 09/30/2015 09/30/2018 Common Stock 614 $ 0 614 I Held by Accel Investors 2009 L.L.C. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Accel X LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel Investors 2009 L.L.C. 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Accel X Associates L.L.C. 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL X STRATEGIC PARTNERS LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X L.P. 10/02/2015 Signature of Reporting Person Date /s/ Tracy L. Sedlock, Attorney-in-Fact for Accel Investors 2009 L.L.C. 10/02/2015 Signature of Reporting Person Date /s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Associates L.L.C. 10/02/2015 Signature of Reporting Person Date /s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Strategic Partners L.P. 10/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrant was issued pursuant to a Stock Issuance Agreement, the form of which is filed as Exhibit 4.4 to Amendment No. 1 to the Issuer's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 22, 2015. ( 2 )Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. and Accel X Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of A10A and share such powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. ( 3 )Andrew G. Braccia, James W. Breyer, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong, a director of the Issuer, are the Managing Members of Accel Investors 2009 L.L.C. and therefore share the voting and investment powers. Each Managing Member disclaims beneficial ownership except to the extent of his or her 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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