Sec Form 3 Filing - Springer David @ TerraForm Power, Inc. - 2016-08-30

FORM 3 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 Springer David 2. Issuer Name and Ticker or Trading Symbol TerraForm Power, Inc. [ TERP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7550 WISCONSIN AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2016 (Street) BETHESDA, MD20814 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 Class A Common Stock 7,336 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 Restricted Stock Units (Class A common stock) ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 21,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Springer David 7550 WISCONSIN AVENUE 9TH FLOOR BETHESDA, MD20814 X Signatures /s/ Sebastian Deschler as attorney-in-fact for David Springer 09/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 2,000 time-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The time based RSUs will vest or have already vested at 25% per year on the anniversary of the grant date over a four year period. ( 2 )Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On March 10, 2015, 8,000 performance-based RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. For the performance based RSUs, there are three performance tiers and each tier represents 33% of the entire grant. The performance tiers are based on the dividend per share ("DPS") targets of the Issuer. If certain DPS goals for the respective performance tier are not achieved, the award for that tier is forfeited in its entirety. If certain DPS goals are met for the first quarter of 2016 and each quarter of 2017 and 2018, measured over the trailing twelve months, the first, second and third performance tier, as applicable, will vest at a specified level, based upon the level of DPS achieved. ( 3 )Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. On December 22, 2015, 12,000 RSUs were awarded under the 2014 Second Amended and Restated Long-Term Incentive Plan. The RSUs will vest at 25% per year on the first and second anniversary of the grant date and at 50% on the third anniversary of the grant date.

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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