Sec Form 4 Filing - Accel X LP @ Sunrun Inc. - 2016-05-16

Insider filing report for Changes in Beneficial Ownership
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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)
05/16/2016
(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
Common Stock 05/16/2016 J( 1 ) 2,929,754 D $ 0 6,836,094 D ( 2 ) ( 3 )
Common Stock 05/16/2016 J( 1 ) 219,886 D $ 0 513,068 I Held by Accel X Strategic Partners L.P. ( 3 ) ( 4 )
Common Stock 05/16/2016 J( 1 ) 117,621 D $ 0 274,449 I Held by Accel Investors 2009 L.L.C. ( 3 ) ( 5 )
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
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. 05/17/2016
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel Investors 2009 L.L.C. 05/17/2016
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Associates L.L.C. 05/17/2016
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, Attorney-in-Fact for Accel X Strategic Partners L.P. 05/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by Accel X L.P., Accel X Strategic Partners L.P. and Accel Investors 2009 L.L.C. to their respective general and limited partners or members without consideration.
( 2 )Accel X Associates L.L.C. ("A10A") is the General Partner of Accel X L.P. ("A10") and has the 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.
( 3 )Each Managing Member or Manager disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 4 )A10A is the General Partner of Accel X Strategic Partners L.P. ("A10SP") and has the 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.
( 5 )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.

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