Edgar Filing: Pattern Energy Group Holdings GP LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

R/C Renewable Energy GP II, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
Pattern Energy Group Inc. [PEGI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 19TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/31/2014		C		15,407,808	A	$ 0	15,407,808	I	See Footnotes ⁽¹⁾ ⁽²⁾
Class A Common Stock								5,854,000	I	See Footnotes ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽⁴⁾

12/31/2014

15,407,808

⁽⁴⁾

Class A Common Stock

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
R/C Renewable Energy GP II, L.L.C. 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Pattern Energy Group Holdings LP ONE LETTERMAN DRIVE BUILDING D SAN FRANCISCO, CA 94129		X
Pattern Energy GP, LLC 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Pattern Energy Group LP 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Pattern Renewables GP LLC 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Pattern Renewables LP 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
R/C Wind II LP 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X
Pattern Energy Group Holdings GP LLC 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10019		X

Signatures

/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, L.L.C.		01/05/2015
^**Signature of Reporting Person		Date
/s/ Daniel M. Elkhort, Vice President of Pattern Energy Group Holdings LP		01/05/2015
^**Signature of Reporting Person		Date
/s/ Daniel M. Elkhort, Vice President of Pattern Energy GP LLC		01/05/2015
^**Signature of Reporting Person		Date
/s/ Dyann S. Blaine, Vice President of Pattern Energy Group LP		01/05/2015
^**Signature of Reporting Person		Date
/s/ Dyann S. Blaine, Vice President of Pattern Renewables GP LLC		01/05/2015
^**Signature of Reporting Person		Date
/s/ Dyann S. Blaine, Vice President of Pattern Renewables LP		01/05/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, L.L.C., sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.		01/05/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, L.L.C., sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., general partner of R/C Wind II LP		01/05/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, L.L.C., sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., general partner of R/C Wind II LP, managing member of Pattern Energy Group Holdings GP LLC		01/05/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Held of record by Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of Pattern Renewables GP LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
(2)	R/C Renewable Energy GP II, LLC is managed by an eight-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Ralph C. Alexander, Lord John Browne of Madingley, Michael B. Hoffman, Stephen J. Schaefer, Daniel A. D'Aniello and Edward J. Mathias, as the members of the investment committee of R/C Renewable Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by R/C Wind II LP. Such individuals expressly disclaim any such beneficial ownership.
(3)	Held of record by Pattern Development Finance Company LLC. Pattern Energy Group LP is the sole member of Pattern Development Finance Company LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
(4)	On December 31, 2014, the Issuer's shares of Class B common stock converted into shares of the Issuer's Class A common stock on a one-to-one basis.

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