Sec Form 4 Filing - Herzberg Matthew E. @ SUNEDISON, INC. - 2014-09-12

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 Herzberg Matthew E. 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 X __ Officer (give title below) _____ Other (specify below) SVP & Chief HR Officer (Last) (First) (Middle) C/O SUNEDISON, INC., 13736 RIVERPORT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2014 (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) 09/12/2014 M 30,000 ( 1 ) A $ 3.45 87,000 D Employee Stock Option (Right to Buy) 09/12/2014 S 30,000 ( 1 ) D $ 21.0119 ( 2 ) 57,000 D Employee Stock Option (Right to Buy) 09/12/2014 M 60,000 ( 1 ) A $ 13.37 117,000 D Employee Stock Option (Right to Buy) 09/12/2014 S 60,000 ( 1 ) D $ 21.0169 ( 3 ) 57,000 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 Be neficially 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 09/12/2014 M 30,000 ( 4 ) 04/25/2022 Common Stock 30,000 $ 0 170,000 D Employee Stock Option (Right to Buy) $ 13.37 09/12/2014 M 60,000 ( 5 ) 03/14/2021 Common Stock 60,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herzberg Matthew E. C/O SUNEDISON, INC. 13736 RIVERPORT DRIVE MARYLAND HEIGHTS, MO63043 SVP & Chief HR Officer Signatures /s/ Matthew E. Herzberg 09/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-qualified Stock Options exercised were done during an open trading period. ( 2 )This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $20.990-$21.028. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected. ( 3 )This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $20.972-$21.065. Upon request by the SEC staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected. ( 4 )The option to purchase 200,000 shares of common stock was awarded on April 25, 2012 under the MEMC 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. ( 5 )The option to purchase 100,000 shares of common stock was awarded on March 14, 2011 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $13.37 per share in 10%, 20%, 30% and 40% increments on March 14, 2012, March 14, 2013, March 14, 2014 and March 15, 2015, respectively.

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

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