BROOKFIELD Corp /ON/ — Director's Dealing 2018

Jun 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TerraForm Power, Inc. (TERP)
CIK: 0001599947
Period of Report: 2018-06-11

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)
Reporting Person: Brookfield BRP Holdings (Canada) Inc. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-11	Common Stock, Class A, $0.01 par value	P	31097561	$10.66	Acquired	106692020	Indirect
2018-06-11	Common Stock, Class A, $0.01 par value	P	29878048	$10.66	Acquired	29878048	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. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) Brookfield Asset Management Inc. ("Brookfield"); and (vii) Partners Limited ("Partners"). 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 LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an indirect wholly-owned subsidiary of Brookfield and indirect limited partner of Orion US LP; Brookfield, as the ultimate parent of BRPHC, BIF and BAMPIC Canada; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F4: On June 11, 2018, pursuant to the Support Agreement dated February 6, 2018, as amended by the Support Agreement Amendment dated May 28, 2018 (as so amended, the "Support Agreement"), Orion US LP purchased 31,097,561 Class A Shares at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop (as defined in the Support Agreement).

F5: On June 11, 2018, pursuant to the Support Agreement, BRPHC purchased 29,878,048 Class A Shares at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop.