Sec Form 4 Filing - Truong Martin H. @ SUNEDISON, INC. - 2014-12-05

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 Truong Martin H. 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, General Counsel & Sec. (Last) (First) (Middle) C/O SUNEDISON, INC, 13736 RIVERPORT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2014 (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) 12/05/2014 M 4,500 ( 1 ) A $ 11.63 92,952 D Employee Stock Option (Right to Buy) 12/05/2014 S 1,300 ( 1 ) D $ 20.92 91,652 D Employee Stock Option (Right to Buy) 12/05/2014 S 3,200 ( 1 ) D $ 20.926 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 5,000 ( 1 ) A $ 3.45 93,452 D Employee Stock Option (Right to Buy) 12/05/2014 S 3,500 ( 1 ) D $ 20.9 89,952 D Employee Stock Option (Right to Buy) 12/05/2014 S 1,500 ( 1 ) D $ 20.91 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 200 ( 1 ) A $ 2.77 88,652 D Employee Stock Option (Right to Buy) 12/05/2014 S 200 ( 1 ) D $ 20.88 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 2,471 ( 1 ) A $ 2.77 90,923 D Employee Stock Option (Right to Buy) 12/05/2014 S 2,471 ( 1 ) D $ 20.9 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 533 ( 1 ) A $ 2.77 88,985 D Employee Stock Option (Right to Buy) 12/05/2014 S 533 ( 1 ) D $ 20.89 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 1,111 ( 1 ) A $ 2.77 89,563 D Employee Stock Option (Right to Buy) 12/05/2014 S 1,111 ( 1 ) D $ 20.886 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 10,000 ( 1 ) A $ 5.05 98,452 D Employee Stock Option (Right to Buy) 12/05/2014 S 9,400 ( 1 ) D $ 20.89 89,052 D Employee Stock Option (Right to Buy) 12/05/2014 S 600 ( 1 ) D $ 20.9 88,452 D Employee Stock Option (Right to Buy) 12/05/2014 M 10,000 ( 1 ) A $ 9.58 98,452 D Employee Stock Option (Right to Buy) 12/05/2014 S 10,000 ( 1 ) D $ 20.99 88,452 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 Employee Stock Option (Right to Buy) $ 11.63 12/05/2014 M 4,500 ( 2 ) 04/27/2021 Common Stock 4,500 $ 11.63 3,000 D Employee Stock Option (Right to Buy) $ 3.45 12/05/2014 M 5,000 ( 3 ) 04/25/2022 Common Stock 5,000 $ 3.45 5,000 D Employee Stock Option (Right to Buy) $ 2.77 12/05/2014 M 450 ( 4 ) 08/20/2019 Common Stock 450 $ 2.77 0 D Employee Stock Option (Right to Buy) $ 2.77 12/05/2014 M 3,865 ( 5 ) 08/20/2019 Common Stock 3,865 $ 2.77 1,935 D Employee Stock Option (Right to Buy) $ 5.05 12/05/2014 M 10,000 ( 6 ) 05/09/2023 Common Stock 10,000 $ 5.05 30,000 D Employee Stock Option (Right to Buy) $ 9.58 12/05/2014 M 10,000 ( 7 ) 07/18/2023 Common Stock 10,000 $ 9.58 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Truong Martin H. C/O SUNEDISON, INC 13736 RIVERPORT DRIVE MARYLAND HEIGHTS, MO63043 SVP, General Counsel & Sec. Signatures /s/ Martin H. Truong 12/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise and sale of shares by Reporting Person were done during an open trading period. ( 2 )The option to purchase 7,500 shares of common stock was awarded on April 27, 2011 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $11.63 in increments of 10%, 20%, 30% and 40% on April 27, in the years 2012, 2013, 2014 and 2015, respectively. ( 3 )The option to purchase 10,000 shares of commons stock was awarded on April 25, 2012 under the Amended and Restated SunEdison Equity Incentive Plan and becomes exercisable at an exercise price of $3.45 in 25% increments over four years. ( 4 )The option to purchase 450 shares of common stock was awarded on August 20, 2012 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 50% increments over two years. ( 5 )The option to purchase 5,800 shares of common stock was awarded on August 20, 2012 under the Amended and Restated SunEdison 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 33% increments over three years. ( 6 )The option to purchase 40,000 shares of common stock was awarded on May 9, 2013 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $5.05 per share in 25% increments over four years. ( 7 )The option to purchase 75,000 shares of common stock was awarded on July 18, 2013 under the Amended and Restated SunEdison 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $9.58 per share in increments of 25% over four years.

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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