BROOKFIELD Corp /ON/ — Director's Dealing 2019

Oct 10, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TerraForm Power, Inc. (TERP)
CIK: 0001599947
Period of Report: 2019-10-08

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)
Reporting Person: BBHC Orion Holdco L.P. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-08	Common Stock, Class A, $0.01 par value	P	2981514	$16.77	Acquired	32859562	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 BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) 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 BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; 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 October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.