Sec Form 4 Filing - Bywater David @ Sunrun Inc. - 2020-10-08

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 Bywater David 2. Issuer Name and Ticker or Trading Symbol Sunrun Inc. [ RUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO of Vivint Solar, Inc. (Last) (First) (Middle) C/O SUNRUN INC., 225 BUSH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2020 (Street) SAN FRANCISCO, CA94104 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 Common Stock 10/08/2020 A 632,731 A $ 0 ( 1 ) 632,731 ( 2 ) ( 3 ) ( 4 ) D Common Stock 10/08/2020 F( 5 ) 75,558 D $ 78.05 557,173 ( 6 ) 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 Stock Option (right to buy) $ 5.19 10/08/2020 A 185,370 ( 7 ) 12/14/2026 Common Stock 185,370 $ 0 ( 8 ) 185,370 D Stock Option (right to buy) $ 5.73 10/08/2020 A 266,989 ( 9 ) 03/15/2028 Common Stock 266,989 $ 0 ( 10 ) 266,989 D Stock Option (right to buy) $ 7.59 10/08/2020 A 511,152 ( 11 ) 01/17/2029 Common Stock 511,152 $ 0 ( 12 ) 511,152 D Stock Option (right to buy) $ 14.1 10/08/2020 A 152,438 ( 13 ) 12/12/2029 Common Stock 152,438 $ 0 ( 14 ) 152,438 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bywater David C/O SUNRUN INC. 225 BUSH STREET, SUITE 1400 SAN FRANCISCO, CA94104 X CEO of Vivint Solar, Inc. Signatures /s/ Jay Maloney, Attorney-in-Fact 10/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 1,150,426 shares of Vivint Solar, Inc. ("Vivint") capital stock in connection with the merger by and between Vivint and Sunrun Inc. ("Sunrun") (the "Merger"). ( 2 )Shares held following the reported transactions include (i) 12,362 Restricted Stock Units ("RSUs") that vested as to 25% of the original RSU grant on December 6, 2017; and an additional 6.25% of the original RSU grant vest at the end of each three month period thereafter until the RSU grant is fully vested, subject to the Reporting Person's continued service to Sunrun through each such date, of which the original grant was for 197,806 shares, of which 185,444 shares have been released, (ii) 54,562 RSUs that vested as to 25% of the original RSU grant on January 1, 2019, and on each of the next twelve RSU quarterly vesting dates, 1/16 of the shares subject to the original RSU grant vest, subject to the Reporting Person's continued service to Sunrun through each such date, of which the original grant was for 174,603 shares, of which 120,041 shares have been released, (continued to footnote 3) ( 3 )(iii) 185,476 RSUs that vested as to 25% of the original RSU grant on January 1, 2020, and on each of the next twelve RSU quarterly vesting dates, 1/16 of the shares subject to the original RSU grant vest, subject to the Reporting Person's continued service to Sunrun through each such date, of which the original grant was for 329,736 shares, of which 144,260 shares have been released, and (iv) 88,709 RSUs that vest as to 25% of the shares on December 6, 2020, and on each of the next twelve RSU quarterly vesting dates, 1/16 of the shares subject to this RSU vest, subject to the Reporting Person's continued service to Sunrun through each such date. ( 4 )In connection with the Merger, the shares pursuant to the RSUs in (i) through (iv) above accelerated and became fully vested and exercisable (a) 50% on the Reporting Person's start date with Sunrun, and (b) the remaining 50% on the date that is six months following such start date, subject to the Reporting Person's continued service to Sunrun through each such date. ( 5 )Shares withheld to cover tax obligation from settlement of vested RSUs. ( 6 )Shares held following the reported transactions include 170,555 RSUs, which are subject to forfeiture until they vest. ( 7 )25% of the shares subject to the original option grant vested on December 6, 2017, and an additional 6.25% of the original option grant vest at the end of each three month period thereafter until this option is fully vested, subject to the Reporting Person's continued service to Sunrun through each such date. Original option was for 281,875 shares, of which 96,505 had previously been exercised. ( 8 )Received in the Merger in exchange for a stock option to acquire 337,037 shares of Vivint common stock for $2.85 per share. ( 9 )25% of the shares subject to the original option grant vest on the first quarterly vesting date that is on or after January 1, 2019, and on each of the next 12 quarterly vesting dates, 1/16 of the shares subject to the original option grant vest, subject to the Reporting Person's continued service to Sunrun through each such date. ( 10 )Received in the Merger in exchange for a stock option to acquire 485,436 shares of Vivint common stock for $3.15 per share. ( 11 )25% of the shares subject to the original option grant vest on the first quarterly vesting date that is on or after January 1, 2020, and on each of the next 12 quarterly vesting dates, 1/16 of the shares subject to the original option grant vest, subject to the Reporting Person's continued service to Sunrun through each such date. ( 12 )Received in the Merger in exchange for a stock option to acquire 929,368 shares of Vivint common stock for $4.17 per share. ( 13 )25% of the shares subject to the original option grant vest on the first quarterly vesting date that is on or after December 6, 2020, and on each of the next 12 quarterly vesting dates, 1/16 of the shares subject to the original option grant vest, subject to the Reporting Person's continued service to Sunrun through each such date. ( 14 )Received in the Merger in exchange for a stock option to acquire 277,161 shares of Vivint common stock for $7.75 per share.

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

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