Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
SUNRUN INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2008

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

717 MARKET STREET
SUITE 600
SAN FRANCISCO, CA 94103
Phone Number: subscription required

Item 3. Related Persons

Name
EDWARD FENSTER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
LYNN JURICH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
STEVE VASSALLO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHARLES MOLDOW
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

OTHER ENERGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
06/20/2008

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
IN CONNECTION WITH THE OFFERING, ISSUER CONVERTED FROM AN LLC INTO A CORPORATION, AND THE THEN EXISTING LLC INTERESTS WERE CONVERTED INTO SHARES OF STOCK OF THE CORPORATION.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
13555683
Total Amount Sold
13555683
Total Remaining to be Sold
0
Clarification of Response
ISSUER ISSUED 11,157,369 SHARES OF COMMON STOCK AT $0.15/SHARE, 587,230 SHARES OF JUNIOR PREFERRED STOCK AT $0.25/SHARE, AND 1,349,151 SHARES, 2,406,250 SHARES AND 8,650,000 SHARES OF SERIES A PREFERRED STOCK AT $0.86, $0.8 AND $1 PER SHARE, RESPECTIVELY.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
33

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
SUNRUN INC.
Issuer Signature
EDWARD FENSTER
Signer Name
EDWARD FENSTER
Signer Title
CHIEF EXECUTIVE OFFICER
Signature Date
08/07/2009

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