13G Filing: Merced Capital, L.P. and Terraform Power Inc. (TERP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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1.	Names of Reporting Persons. MERCED CAPITAL, L.P.
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

	5.	Sole Voting Power	0
Number of
Shares	6.	Shared Voting Power	4,735,268
Beneficially
Owned by Each
Reporting	7.	Sole Dispositive Power	0
Person With
	8.	Shared Dispositive Power	4,735,268

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,735,268
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.1%
12.	Type of Reporting Person: IA, PN

SCHEDULE 13G

7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814

i)  Merced Capital is a Delaware limited partnership;

ii) Merced is a Delaware limited liability company; and

iii) Mr. Ericson is a citizen of the United States of America.

Item 2(e).

CUSIP Number:

88104R100

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Page 6 of 10 Pages

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

Item 4(b)

Percent of Class:

Item 4(c)

Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	4,735,268
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	4,735,268

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Page 7 of 10 Pages

Item 10.

Certification:

	SERIES E OF MERCED CAPITAL PARTNERS, LLC
	By:	/s/ David A. Ericson
	Name:	David A. Ericson
	Title:	Chairman, President and Chief Executive Officer

EXHIBIT INDEX

Ex.		Page No.
1	Joint Filing Agreement	10

The undersigned agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.01 per share of TerraForm Power, Inc., dated as of August 28, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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