Sec Form 4 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ TerraForm Power, Inc. - 2018-06-29

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 BROOKFIELD ASSET MANAGEMENT INC. 2. Issuer Name and Ticker or Trading Symbol TerraForm Power, Inc. [ TERP] 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) BROOKFIELD PLACE, 181 BAY STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2018 (Street) TORONTO, A6M5J 2T3 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, Class A, $0.01 par value 06/29/2018 J( 5 ) 29,878,048 ( 5 ) D $ 10.66 ( 5 ) 0 ( 5 ) I ( 2 ) ( 3 ) Owned by Brookfield BRP Holdings (Canada) ( 1 ) ( 2 ) ( 3 ) Common Stock, Class A, $0.01 par value 06/29/2018 J( 5 ) 29,878,048 ( 5 ) A $ 10.66 ( 5 ) 29,878,048 ( 5 ) I ( 2 ) ( 4 ) Owned by BBHC Orion Holdco L.P. ( 1 ) ( 2 ) ( 4 )

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 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X ORION US GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X ORION US HOLDINGS 1 L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X Brookfield BRP Holdings (Canada) Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J 2T3 X BBHC Orion Holdco L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Signatures /s/ A.J. Silber for Brookfield Asset Management Inc. 06/29/2018 Signature of Reporting Person Date /s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc. 06/29/2018 Signature of Reporting Person Date /s/ Brian Lawson for Partners Limited 06/29/2018 Signature of Reporting Person Date /s/ Fred Day for Orion US GP LLC 06/29/2018 Signature of Reporting Person Date /s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC 06/29/2018 Signature of Reporting Person Date /s/ Fred Day for Brookfield Infrastructure Fund III GP LLC 06/29/2018 Signature of Reporting Person Date /s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc. 06/29/2018 Signature of Reporting Person Date /s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc. 06/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"). ( 2 )Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. ( 3 )The following Reporting Persons may be deemed to beneficially own the securities held by BRPHC: Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively. ( 4 )The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively. ( 5 )On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

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