Terraform Power Inc. (TERP): Billionaire David Tepper’s Appaloosa Management Reports 9.54% Stake

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.  5  )*

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).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock (as defined herein) of the Issuer (as defined herein) outstanding as of April 21, 2016, based on information provided by
the Issuer on May 5, 2016. See also In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As
of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also
In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208
Class A shares outstanding…”).

This Amendment No. 5 to
Schedule 13D (this “Amendment”) is being filed to update the Schedule 13D filed on April 1, 2016. The Reporting Persons
filed a Schedule 13D on April 1, 2016, based on the outstanding number of shares of Class A Common Stock 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. As of May 5,
2016, the Issuer had not publicly updated its outstanding number of shares of Class A Common Stock, since that prior Form 10-Q
filing. However, the Issuer’s controlling shareholder, SunEdison, Inc., was aware of and was party to the December 29, 2015
transaction which resulted in, the increase in the number of the Issuer’s outstanding shares of the Class A Common Stock,
and SunEdison, Inc. disclosed the increased share number in its bankruptcy filing on April 21, 2016.

As of the date of this
Amendment, the Issuer still has not filed any periodic report disclosing the increased number of shares of its Class A Common Stock.
On May 5, 2016, representatives of the Issuer informed the Reporting Persons in a telephonic conversation that as of January 29,
2016, it had 92,194,966 shares of Class A Common Stock outstanding, and that as of April 21, 2016, it had 91,280,208 shares of
Class A Common Stock outstanding. Accordingly, the Reporting Persons are filing this Amendment to report a decrease in their percentage
ownership (but not a change of beneficial ownership) of the Class A Common Stock resulting solely from a previously unreported
increase in the number of outstanding shares of Class A Common Stock. Except as specifically provided herein, this Amendment does
not modify or amend any of the information previously reported in the Schedule 13D.

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 May 5, 2016: (i) AILP owns 3,724,799 shares of Class A Common Stock, representing approximately 4.08%
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 5.46% 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 5.     Interest in Securities of
the Issuer.

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

All percentages set forth in this Schedule 13D are based on a total of 91,280,208 shares of Class A Common
Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016.

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.