Sec Form 4 Filing - RANHOFF DAVID A @ SUNEDISON, INC. - 2013-06-05

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 RANHOFF DAVID A 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; President Solar Materials (Last) (First) (Middle) C/O SUNEDISON, INC., 13736 RIVERPORT DRIVE, SUITE 180 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2013 (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 Common Stock 06/05/2013 F 4,698 ( 1 ) D $ 7.89 45,302 ( 2 ) D Common Stock 03/16/2015 M 100,000 ( 3 ) A $ 3.27 230,604 D Common Stock 03/16/2015 S 100,000 ( 3 ) D $ 24.0017 ( 4 ) 130,604 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) $ 3.27 03/16/2015 M 100,000 ( 5 ) 09/18/2022( 6 ) Common Stock 100,000 $ 3.27 97,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RANHOFF DAVID A C/O SUNEDISON, INC. 13736 RIVERPORT DRIVE, SUITE 180 MARYLAND HEIGHTS, MO63043 SVP; President Solar Materials Signatures /s/ David A. Ranhoff 03/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The forfeiture of shares to cover the tax obligation on the vesting of 12,500 RSUs from Reporting Person's June 5, 2012 award was inadvertently not filed. ( 2 )This represents the number of securities beneficially owned by Reporting Person as of June 5, 2013. ( 3 )The exercise and sale of shares by Reporting Person was done during an open trading period. ( 4 )This price represents the weighted average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $23.78 to $24.135, inclusive. Upon request by the SEC staff, the Issuer or any Security Holder of the Issuer, Reporting Person will provide full information regarding the number of shares and prices at which the transactions were effected. ( 5 )The option to purchase 197,000 shares of common stock was awarded on September 18, 2012 under Issuer's 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The option is performance based option and will vest, if at all, in 33% increments if Issuer's stock achieves certain target market prices. The option award vested in the following tranches: June 21, 2014 - 65,667; and December 3, 2014 - 65,666. ( 6 )The option expires on the tenth anniversary of the grant date, provided that if the target market prices are not achieved by the fifth anniversary of the grant date, any remaining unvested portion of the option will be cancelled.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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