Sunrun Inc. — Director's Dealing 2016

Jul 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunrun Inc. (RUN)
CIK: 0001469367
Period of Report: 2016-06-30

Reporting Person: ELMORE WILLIAM B (10% Owner)
Reporting Person: HOLLAND PAUL R (10% Owner)
Reporting Person: KOONTZ PAUL G (10% Owner)
Reporting Person: Moldow Charles (10% Owner)
Reporting Person: SCHUH MICHAEL N (10% Owner)
Reporting Person: Weiss Warren M (10% Owner)
Reporting Person: Vassallo Steven (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common Stock	J	1100000	$0.00	Disposed	11941468	Indirect
2016-06-30	Common Stock	J	283250	$0.00	Acquired	283250	Indirect
2016-06-30	Common Stock	J	283250	$0.00	Disposed	0	Indirect
2016-06-30	Common Stock	J	89619	$0.00	Disposed	89619	Indirect
2016-06-30	Common Stock	J	25425	$0.00	Acquired	42006	Indirect
2016-06-30	Common Stock	J	24710	$0.00	Acquired	57227	Indirect
2016-06-30	Common Stock	J	2674	$0.00	Acquired	59901	Indirect
2016-06-30	Common Stock	J	4113	$0.00	Acquired	9532	Indirect
2016-06-30	Common Stock	J	35834	$0.00	Acquired	54680	Indirect
2016-06-30	Common Stock	J	1605	$0.00	Acquired	56285	Indirect
2016-06-30	Common Stock	J	4542	$0.00	Acquired	4542	Indirect
2016-06-30	Common Stock	J	25513	$0.00	Acquired	25513	Indirect
2016-06-30	Common Stock	J	30041	$0.00	Acquired	70826	Indirect
2016-06-30	Common Stock	J	5349	$0.00	Acquired	76175	Indirect
2016-06-30	Common Stock	J	5588	$0.00	Acquired	13190	Indirect
2016-06-30	Common Stock	J	5588	$0.00	Acquired	13190	Indirect
2016-06-30	Common Stock	J	6685	$0.00	Acquired	15194	Indirect
2016-06-30	Common Stock	J	11711	$0.00	Acquired	26470	Indirect
2016-06-30	Common Stock	J	2674	$0.00	Acquired	29144	Indirect
2016-06-30	Common Stock	J	755	$0.00	Acquired	755	Indirect
2016-06-30	Common Stock	J	26746	$0.00	Acquired	26746	Indirect
2016-07-01	Common Stock	S	1313	$5.7396	Disposed	11877	Indirect
2016-07-01	Common Stock	S	1313	$5.7351	Disposed	11877	Indirect
2016-07-01	Common Stock	S	4542	$5.6558	Disposed	0	Indirect
2016-07-01	Common Stock	S	37439	$5.4389	Disposed	18846	Indirect
2016-07-01	Common Stock	S	7169	$5.5645	Disposed	69006	Indirect
2016-07-01	Common Stock	S	755	$5.47	Disposed	0	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 June 30, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F2: Foundation Capital Management Co. VI, L.L.C. 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, L.L.C., 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, L.L.C. 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, L.L.C. effected following the close of the trading market on June 30, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F5: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on June 30, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F6: The shares are held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.

F7: The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.

F8: 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 Principals Fund, LLC described in footnote 5 above.

F9: The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.

F10: The shares are held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.

F11: The shares are held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein.

F12: The shares are held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Family Trust"). Steve P. Vassallo is a trustee of the Vassallo Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Family Trust except to the extent of his proportionate pecuniary interest therein.

F13: The shares are held by The Warren M. Weiss Trust UA dated 7/20/2005 (the "Weiss Trust"). Warren M. Weiss is a trustee of the Weiss Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Weiss Trust except to the extent of his proportionate pecuniary interest therein.

F14: The shares are held by the ALLY L. WEISS GST EXEMPT TRUST (the "ALLY Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the ALLY Trust except to the extent of his proportionate pecuniary interest therein.

F15: The shares are held by the SHANE T. WEISS GST EXEMPT TRUST (the "SHANE Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the SHANE Trust except to the extent of his proportionate pecuniary interest therein.

F16: The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.

F17: The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein.

F18: Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, LLC. As such, each of the managers 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 managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

F19: The shares are held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein.

F20: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.65 to $5.85 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F21: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.50 to $5.85 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F22: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.20 to $5.85 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F23: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.35 to $5.85 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F24: On July 1, 2016, Foundation Capital, LLC sold 755 shares of stock pursuant to a 10b5-1 Plan dated May 31, 2016.

F25: All shares were sold at this price.