BROOKFIELD Corp /ON/ — Director's Dealing 2017

Jun 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TerraForm Power, Inc. (TERP)
CIK: 0001599947
Period of Report: 2017-06-07

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (N/A)
Reporting Person: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (N/A)
Reporting Person: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC (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 Credit Opportunities Fund GP, LLC (N/A)
Reporting Person: Brookfield Credit Opportunities Master Fund, 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
2017-06-07	Cash-settled total return swaps	$9.1	H	1	Disposed	2017-06-07	Common Stock, Class A, $0.01 par value (150000)	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 Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) 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 securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; 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 June 7, 2017, the cash-settled total return swap agreement reported in Table II, with aggregate economic exposure to 150,000 notional underlying shares of Class A common stock, par value $0.01 per share, of the Issuer and held by Brookfield Credit Opportunities Master Fund, L.P., expired and terminated by cash-settlement in accordance with its terms.