BROOKFIELD Corp /ON/ — Director's Dealing 2017

Oct 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TerraForm Power, Inc. (TERP)
CIK: 0001599947
Period of Report: 2017-10-16

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (N/A)
Reporting Person: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (N/A)
Reporting Person: Partners Ltd (N/A)
Reporting Person: ORION US GP LLC (N/A)
Reporting Person: ORION US HOLDINGS 1 L.P. (N/A)
Reporting Person: Brookfield Infrastructure Fund III GP LLC (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Cash-settled total return swaps	$10.19	J	1	Disposed		Common Stock, Class A, $0.01 par value (9036740)	Indirect

Footnotes

F1: 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.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Asset Management Inc.; and (vi) Partners Limited. 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").

F2: 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.

F3: The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.

F4: On October 16, 2017, pursuant to the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017 (the "Transaction Agreement"), by and among the Issuer, Orion US Holdings 1 L.P. and BRE TERP Holdings Inc. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of Orion US Holdings 1 L.P., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. Immediately following the consummation of the Merger, Orion US Holdings 1 L.P. held 51% of the shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Shares"). In connection with the consummation of the Merger, Orion US Holdings 1 L.P. acquired 65,144,459 Class A Shares at a price of $9.52 per share.

F5: Further, each holder of Class A Shares, restricted stock awards and restricted stock units of the Issuer outstanding immediately prior to the effective time of the Merger received a special cash dividend paid by the Issuer in the amount of $1.94 per Class A Share or restricted stock award held or Class A Share into which such restricted stock units were exchangeable.

F6: On October 16, 2017, the cash-settled total return swap agreement reported in Table II and held by Orion US Holdings 1 L.P., with aggregate economic exposure to 9,036,740 notional underlying Class A Shares, terminated and will be subject to cash settlement in accordance with its terms.