Sunrun Inc. — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunrun Inc. (RUN)
CIK: 0001469367
Period of Report: 2016-05-16

Reporting Person: Vassallo Steven (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	J	3000000	$0.00	Disposed	13041468	Indirect
2016-05-16	Common Stock	J	360500	$0.00	Acquired	360500	Indirect
2016-05-16	Common Stock	J	360500	$0.00	Disposed	0	Indirect
2016-05-16	Common Stock	J	961	$0.00	Acquired	961	Indirect
2016-05-17	Common Stock	S	961	$6.21	Disposed	0	Indirect
2016-05-16	Common Stock	J	33454	$0.00	Acquired	33454	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	179238	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on May 16, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C.

F2: Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

F3: Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote 1 above.

F4: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on May 16, 2016 without consideration to its members.

F5: The reporting person is a manager of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, LLC. As such, the reporting person may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. The reporting person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

F6: On 5/17/2016, Foundation Capital, LLC sold 961 shares of stock.

F7: The shares are held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein.