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Terraform Power, Inc. (TERP): Appaloosa Management Raises Stake and Steps Up Involvement

Billionaire activist investor David Tepper of Appaloosa Management is solidifying his involvement in TerraForm Power Inc (NASDAQ:TERP). As a newly-amended filing with the US Securities and Exchange Commission showed, Appaloosa owns 10.88% of SunEdison’s yieldco TerraForm Power, the position amassing 8.71 million shares, which compares to 7.60 million shares held previously. Aside from raising its exposure to TerraForm Power, Appaloosa added in the filing that it had filed an amended complaint against SunEdison.

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The amended complaint requested the adoption of several reforms, including the removal of TerraForm Power Inc (NASDAQ:TERP)’s members of the Corporate Governance and Conflicts Committee and their replacement with members elected by the company’s publish shareholders, as well as the removal of the CEO Brian Wuebbels, who, resigned on Wednesday. In addition, the investor requested the appointment of a director or monitor to TerraForm’s board of directors, who will represent the interests of the public shareholders.

Heading into 2016, a total of 24 of the hedge funds tracked by Insider Monkey were bullish on TerraForm Power Inc (NASDAQ:TERP), down by 23% on the quarter. Andrew Feldstein and Stephen Siderow’s Blue Mountain Capital holds the biggest position, which contains 9.17 million shares as of the end of 2015. Some other hedge funds and institutional investors with similar optimism include Phill Gross and Robert Atchinson’s Adage Capital Management, D. E. Shaw’s D E Shaw and Christian Leone’s Luxor Capital Group.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Appaloosa Investment Limited Partnership I 3,724,799 3,724,799 3,724,799 4.65%
Palomino Master Ltd 4,983,909 4,983,909 4,983,909 6.23%
Appaloosa 8,708,708 8,708,708 8,708,708 10.88%
Appaloosa Capital Inc 8,708,708 8,708,708 8,708,708 10.88%
Appaloosa Management 3,724,799 3,724,799 3,724,799 4.65%
Appaloosa Partners Inc 3,724,799 3,724,799 3,724,799 4.65%
David A. Tepper 8,708,708 8,708,708 8,708,708 10.88%

Page 1 of 12 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549

_________________________

SCHEDULE
13D
(Rule 13d-101)

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.  4  )*

TERRAFORM POWER, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
88104R100
(CUSIP Number)

Ken Maiman

Appaloosa
LP

51 John F. Kennedy
Parkway, 2nd Floor

Short Hills, New Jersey
07078

Tel. No.: (973) 701-7000

with a copy to:

Lawrence M. Rolnick, Esq.

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 17th Floor

New York, New York 10020

(Name,
Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March
29, 2016
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
.
[   ]

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 a prior cover page.

The information required on 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
(“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).

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Page 2 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Appaloosa Investment Limited Partnership I
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)
14 TYPE OF REPORTING PERSON:   PN

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock (as defined herein) of the Issuer (as defined
herein) outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 9, 2015.

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Page 3 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Palomino
Master Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 4,983,909
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,983,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    4,983,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    6.23%(1)
14 TYPE OF REPORTING PERSON:   CO

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 4 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Appaloosa LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)
14 TYPE OF REPORTING PERSON:   PN

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 5 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Appaloosa
Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)
14 TYPE OF REPORTING PERSON:   CO

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 6 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Appaloosa Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)
14 TYPE OF REPORTING PERSON:   PN

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 7 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
Appaloosa
Partners Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    Delaware
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)
14 TYPE OF REPORTING PERSON:   CO

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 8 of 12 – SEC Filing

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.
David A. Tepper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]
(b)  [    ]
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    United States of America
NUMBER OF 7 SOLE VOTING POWER:
SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)
14 TYPE OF REPORTING PERSON:   IN

(1) The percentage set forth in
Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31,
2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

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Page 9 of 12 – SEC Filing

ITEM 3.     Source and Amount of Funds
or Other Consideration.

Item 3 of the prior Schedule 13D is hereby
amended and restated in its entirety to read as follows:

As of March 29, 2016: (i) AILP owns 3,724,799
shares of Class A Common Stock, representing approximately 4.65% of the issued and outstanding shares of Class A Common Stock
as of that date, which were acquired with the working capital of AILP; and (ii) Palomino Master owns 4,983,909 shares of Class
A Common Stock, representing approximately 6.23% of the issued and outstanding shares of Class A Common Stock as of that date,
which were acquired with the working capital of Palomino Master.

 ITEM 4.     Purpose
of the Transaction.

Item 4 of the prior Schedule 13D is hereby amended by adding the following after the sixth paragraph thereof:

In lieu of continuing
to press the Revised Demand, on January 12, 2016, AILP filed a shareholder derivative action on behalf of the Issuer against SUNE
and numerous individuals in the Delaware Court of Chancery alleging breach of fiduciary duty and related causes of action. Following
expedited discovery and preliminary injunction proceedings, on March 22, 2016, AILP filed an amended complaint in such action
(the “Amended Complaint”) under seal. The Amended Complaint seeks numerous corporate governance reforms, including (i)
removal of the current members of the Issuer’s Corporate Governance and Conflicts Committee and replacement with persons
elected by the Issuer’s public stockholders, (ii) removal of the Issuer’s chief executive officer, (iii) appointment
to the Board of a monitor or director to represent the interests of the Issuer’s public stockholders, and (iv) additional
related relief.  The litigation remains ongoing.  AILP may seek to further amend the Amended Complaint as the facts
develop, and also may seek further changes to the Issuer’s corporate governance and management.

ITEM 5.     Interest in Securities of
the Issuer.

Subparagraph (c) of Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:

(c) Information concerning transactions
in the Class A Common Stock effected by the Reporting Persons since January 8, 2016 is set forth in Schedule 1 hereto and is incorporated
herein by reference.

ITEM 7.     Materials
to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibits:

Schedule 1 Transactions of the Reporting Persons Effected from January 8, 2015 through and including March 29, 2016.

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Page 10 of 12 – SEC Filing

SIGNATURES

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

Dated: March 31, 2016

APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

By: APPALOOSA LP,

Its Investment Adviser

By: APPALOOSA CAPITAL INC.,

Its General Partner

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

PALOMINO MASTER LTD.

By: APPALOOSA LP,

Its Investment Adviser

By: APPALOOSA CAPITAL INC.,

Its General Partner

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

APPALOOSA LP

By: APPALOOSA CAPITAL INC.,

Its General Partner

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

APPALOOSA CAPITAL INC.

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

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Page 11 of 12 – SEC Filing

APPALOOSA MANAGEMENT L.P.

By: APPALOOSA PARTNERS INC.,

Its General Partner

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

APPALOOSA PARTNERS INC.

By:

/s/
David A. Tepper

Name:  David A. Tepper
Title:  President

/s/
David A. Tepper

David A. Tepper

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Page 12 of 12 – SEC Filing

SCHEDULE 1

Transactions
of the Reporting Persons Effected from January 8, 2016
through and including March 29, 2016

Person Date Security Amount of Shares Bought (Sold) Price per Share
(excl. commissions)
Type of Transaction
AILP 3/16/2016 Class A common stock 35,759 9.6018 Ordinary Brokerage Transaction
AILP 3/23/2016 Class A common stock 16,300 8.7175 Ordinary Brokerage Transaction
AILP 3/24/2016 Class A common stock 41,650 8.3687 Ordinary Brokerage Transaction
AILP 3/28/2016 Class A common stock 36,010 8.4763 Ordinary Brokerage Transaction
AILP 3/29/2016 Class A common stock 42,297 7.9002 Ordinary Brokerage Transaction
AILP 3/29/2016 Class A common stock 306,502 8.1666 Ordinary Brokerage Transaction
Palomino 3/16/2016 Class A common stock 47,094 9.6018 Ordinary Brokerage Transaction
Palomino 3/23/2016 Class A common stock 21,467 8.7175 Ordinary Brokerage Transaction
Palomino 3/24/2016 Class A common stock 54,851 8.3687 Ordinary Brokerage Transaction
Palomino 3/28/2016 Class A common stock 47,424 8.4763 Ordinary Brokerage Transaction
Palomino 3/29/2016 Class A common stock 55,703 7.9002 Ordinary Brokerage Transaction
Palomino 3/29/2016 Class A common stock 403,651 8.1666 Ordinary Brokerage Transaction
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