Sunrun Inc. — Major Shareholding Notification 2019

Aug 27, 2019

| SECURITIES AND EXCHANGE
COMMISSION |
| --- |
| Washington, D.C. 20549 |
| Schedule
13D Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 1)* |
| Sunrun
Inc. |
| (Name
of Issuer) |
| Common
Stock, Par Value $0.0001 Per Share |
| (Title
of Class of Securities) |
| 86771W105 |
| (CUSIP
Number) |
| Tiger Global Management,
LLC |
| 9 West 57 th Street, 35th Floor |
| New York, New York
10019 |
| (212)
984-8800 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August
23, 2019 |
| (Date of Event Which
Requires Filing of this Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• 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 disclosures provided in the cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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).

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CUSIP No. 86771W105

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tiger Global Long Opportunities Master
Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP	(a) [_]
		(b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	14,858,079
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	14,858,079
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
	14,858,079
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
	12.6%
14.	TYPE OF REPORTING PERSON
	PN

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CUSIP No 86771W105

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global Investments, L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [_]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	9,075,634
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	9,075,634
9.	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
	9,075,634
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
	7.7%
12.	TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No 86771W105

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global Performance, LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [_]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	23,933,713
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	23,933,713
9.	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
	23,933,713
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
	20.4%
12.	TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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CUSIP No. 86771W105

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tiger Global Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP	(a) [_]
		(b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	23,933,713
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	23,933,713
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
	23,933,713
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
	20.4%
14.	TYPE OF REPORTING PERSON

OO, IA

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CUSIP No 86771W105

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
	Charles P. Coleman III
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [_]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	23,933,713
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	23,933,713
9.	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
	23,933,713
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
	20.4%
12.	TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

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CUSIP No 86771W105

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
	Scott Shleifer
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [_]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	23,933,713
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	23,933,713
9.	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
	23,933,713
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
	20.4%
12.	TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

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CUSIP No. 86771W105 13D

Statement on Schedule 13D

ITEM 1. SECURITY AND ISSUER .

This statement on Schedule 13D (the " Schedule 13D ") relates to the Common Stock, par value $0.0001 per share (the " Common Stock "), of Sunrun Inc., an issuer with its principal executive offices located at 225 Bush Street, Suite 1400, San Francisco, California 94104 (the " Issuer ").

ITEM 2. IDENTITY AND BACKGROUND.

(a-c, f) This Schedule 13D is being filed on behalf of: (i) Tiger Global Long Opportunities Master Fund, L.P. a Cayman Islands exempted limited partnership (" TGLO "); (ii) Tiger Global Investments, L.P., a Cayman Islands exempted limited partnership (" TGI "); (iii) Tiger Global Performance, LLC, a Delaware limited liability company (“ TGP ”); (iv) Tiger Global Management, LLC, a Delaware limited liability company (" Tiger Global "); (v) Charles P. Coleman III (" Mr. Coleman "); and (vi) Scott Shleifer (" Mr. Shleifer " and together with TGLO, TGI, TGP, Tiger Global and Mr. Coleman, the " Reporting Persons "). Mr. Coleman and Mr. Shleifer are each a citizen of the United States.

TGLO is a Cayman Islands exempted limited partnership. TGI is a Cayman Islands exempted limited partnership. TGP is the general partner of TGLO and TGI. TGP is a Delaware limited liability company. Tiger Global acts as the management company of each of TGLO and TGI. Tiger Global is a Delaware limited liability company. Each of Mr. Coleman and Mr. Shleifer is a partner and portfolio manager of Tiger Global. The principal business office of Mr. Coleman and Mr. Shleifer is c/o Tiger Global Management, LLC, 9 West 57 th Street, 35 th Floor, New York, New York 10019. The principal office of TGLO and TGI is c/o Citco Fund Services (Cayman Islands) Limited, P.O. Box 31106, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands.

The Reporting Persons have executed a Joint Filing Agreement, dated August 27, 2019 with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit A.

(d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only.

The Reporting Persons are passive investors and, other than the potential acquisition of additional securities of the Issuer, have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person.

(c) Please see exhibit B below for transactions in shares by Reporting Persons during the past 60 days.

(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Not applicable.

ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A	Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act.

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CUSIP No. 86771W105

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.

Date: August 27, 2019

| Tiger
Global Long Opportunities Master Fund, L.P. By Tiger Global Performance,
LLC. Its General Partner | /s/
Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| --- | --- |
| Tiger
Global Investments, L.P. By Tiger Global Performance,
LLC Its General Partner | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Tiger Global Performance, LLC | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Tiger Global Management, LLC | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Charles P. Coleman III | /s/ Charles P. Coleman III Signature |
| Scott
Shleifer | /s/ Scott Shleifer Signature |

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Exhibit A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: August 27, 2019

| Tiger
Global Long Opportunities Master Fund, L.P. By Tiger Global Performance,
LLC. Its General Partner | /s/
Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| --- | --- |
| Tiger
Global Investments, L.P. By Tiger Global Performance,
LLC Its General Partner | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Tiger Global Performance, LLC | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Tiger Global Management, LLC | /s/ Anil L. Crasto Signature Anil L. Crasto Chief Operating Officer |
| Charles P. Coleman III | /s/ Charles P. Coleman III Signature |
| Scott
Shleifer | /s/ Scott Shleifer Signature |

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Exhibit A

TRANSACTIONS IN SHARES BY REPORTING PERSONS

Transaction	Date	Shares	Price
Purchase	June
28, 2019	384,248	$18.695(1)
Purchase	July
29, 2019	46,515	$18.247(1)
Purchase	August
13, 2019	243,261	$16.118(1)
Purchase	August
14, 2019	185,239	$15.473(1)
Purchase	August
14, 2019	300,298	$15.07(1)
Purchase	August
19, 2019	236,781	$15.712(1)
Purchase	August
20, 2019	153,219	$15.815(1)
Purchase	August
21, 2019	250,000	$15.834(1)
Purchase	August
22, 2019	97,768	$15.388(1)
Purchase	August 23, 2019	312,954	$14.98(1)
Purchase	August
26, 2019	239,278	$15.039(1)

(1) For a description of each transaction, please see the corresponding Form 4 filed by the Reporting Persons with the Securities and Exchange Commission.