Sunrun Inc. — Major Shareholding Notification 2019

Feb 1, 2019

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

(Amendment No. 3)

Sunrun, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

86771W105

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP No. 86771W105 13G

1.	Names of Reporting Persons Foundation Capital VI, L.P.
2.	Check the Appropriate Box
if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 0 shares
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 0 shares

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class
Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person
(see instructions) PN

(1) This Schedule 13G is filed by Foundation Capital VI, L.P. (“FC6”), Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) and Foundation Capital Management Co. VI, L.L.C. (“FC6M” and together with FC6 and FC6P, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

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CUSIP No. 86771W105 13G

1.	Names of Reporting Persons Foundation Capital VI Principals Fund, L.L.C.
2.	Check the Appropriate Box
if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 0 shares
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 0 shares

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class
Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person
(see instructions) OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

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CUSIP No. 86771W105 13G

1.	Names of Reporting Persons Foundation Capital Management Co. VI, L.L.C.
2.	Check the Appropriate Box
if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0 shares
6.	Shared Voting Power 0 shares
7.	Sole Dispositive Power 0 shares
8.	Shared Dispositive Power 0 shares

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class
Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person
(see instructions) OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

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Item 1(a). Name of Issuer:

Sunrun, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

595 Market Street, 29 th Floor

San Francisco, California 94105

Item 2(a). Name of Person Filing:

Foundation Capital VI, L.P. (“FC6”)

Foundation Capital VI Principals Fund, L.L.C. (“FC6P”)

Foundation Capital Management Co. VI, L.L.C. (“FC6M”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

c/o Foundation Capital

550 High Street, 3 rd Floor

Palo Alto, California 94301

Item 2(c). Citizenship:

FC6 – Delaware

FC6P – Delaware

FC6M – Delaware

Item 2(d). Title of Class of Securities: Common Stock

Item 2(e). CUSIP Number: 86771W105

ITEM 3. Not applicable.

ITEM 4. Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:

Reporting Persons — FC6	0	0	0	0	0	0	0.0 %
FC6P	0	0	0	0	0	0	0.0 %
FC6M	0	0	0	0	0	0	0.0 %

ITEM 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

ITEM 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

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ITEM 8. Identification and Classification of Members of the Group

Not applicable.

ITEM 9. Notice of Dissolution of a Group

Not applicable.

ITEM 10. Certification

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2019

F OUNDATION C APITAL M ANAGEMENT C O . VI, L.L.C.
By:	/s/ William B. Elmore
	Manager
F OUNDATION C APITAL VI, L.P.
By:	Foundation Capital Management Co. VI, L.L.C., its General Partner
By:	/s/ William B. Elmore
	Manager
F OUNDATION C APITAL VI P RINCIPALS F UND , L.L.C.
By:	Foundation Capital Management Co. VI, L.L.C., its Manager
By:	/s/ William B. Elmore
	Manager

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Sunrun, Inc.

Dated: January 31, 2019

F OUNDATION C APITAL M ANAGEMENT C O . VI, L.L.C.
By:	/s/ William B. Elmore
	Manager
F OUNDATION C APITAL VI, L.P.
By:	Foundation Capital Management Co. VI, L.L.C., its General Partner
By:	/s/ William B. Elmore
	Manager
F OUNDATION C APITAL VI P RINCIPALS F UND , L.L.C.
By:	Foundation Capital Management Co. VI, L.L.C., its Manager
By:	/s/ William B. Elmore
	Manager

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