Sunrun Inc. — Director's Dealing 2017

Aug 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunrun Inc. (RUN)
CIK: 0001469367
Period of Report: 2017-08-24

Reporting Person: Foundation Capital Management Co. VI, LLC (Former 10% owner)
Reporting Person: Foundation Capital VI Principals Fund, LLC (Former 10% owner)
Reporting Person: FOUNDATION CAPITAL VI LP (Former 10% owner)
Reporting Person: Foundation Capital, LLC (Former 10% owner)
Reporting Person: ELMORE WILLIAM B (Former 10% owner)
Reporting Person: HOLLAND PAUL R (Former 10% owner)
Reporting Person: KOONTZ PAUL G (Former 10% owner)
Reporting Person: Moldow Charles (Former 10% owner)
Reporting Person: SCHUH MICHAEL N (Former 10% owner)
Reporting Person: Weiss Warren M (Former 10% owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-24	Common Stock	J	1100000	$0.00	Disposed	9741468	Indirect
2017-08-24	Common Stock	J	283250	$0.00	Acquired	283250	Indirect
2017-08-24	Common Stock	J	283250	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53492	Indirect
Common Stock	13656	Indirect
Common Stock	59989	Indirect
Common Stock	21879	Indirect
Common Stock	43561	Indirect
Common Stock	104169	Indirect
Common Stock	17418	Indirect
Common Stock	17418	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 August 24, 2017 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. ("FCM VI") 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, 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 FCM VI, 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 disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Mr. Vassallo is a member of the Board of Directors of the Issuer and, accordingly, files separate Section 16 reports.

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 August 24, 2017 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 31, 2016.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.