Sunrun Inc. — Director's Dealing 2016

Sep 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunrun Inc. (RUN)
CIK: 0001469367
Period of Report: 2016-09-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-12	Common Stock	J	1100000	$0.00	Disposed	10841468	Indirect
2016-09-12	Common Stock	J	283250	$0.00	Acquired	283250	Indirect
2016-09-12	Common Stock	J	283250	$0.00	Disposed	0	Indirect
2016-09-12	Common Stock	J	755	$0.00	Acquired	755	Indirect
2016-09-12	Common Stock	J	89619	$0.00	Disposed	0	Indirect
2016-09-12	Common Stock	J	25687	$0.00	Acquired	51200	Indirect
2016-09-13	Common Stock	S	755	$5.73	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 September 12, 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 general partner and manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC, respectively, 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. The Reporting Person is a managing member 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. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

F3: 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 September 12, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F4: The Reporting Person is a manager of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, L.L.C. 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.

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 September 12, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F6: 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.

F7: 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.

F8: On September 13, 2016, Foundation Capital, LLC sold 755 shares of stock pursuant to a 10b5-1 Plan dated May 31, 2016.

F9: Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.61 to $5.99 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.