Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BROOKFIELD ASSET MANAGEMENT INC.	2. Issuer Name and Ticker or Trading Symbol TerraForm Power, Inc. [ TERP ]	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) BROOKFIELD PLACE, 181 BAY STREET, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 7/31/2020
(Street) TORONTO, A6 M5J 2T3 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)
Common Stock, Class A, $0.01 par value	7/31/2020		P⁽³⁾⁽⁴⁾		86235614 ⁽³⁾⁽⁴⁾	A	⁽³⁾⁽⁴⁾	0 ⁽³⁾⁽⁴⁾	I ⁽²⁾⁽³⁾⁽⁴⁾	See footnotes. ⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion LP"); (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc.; (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc.; and (viii) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
(2)	Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3)	On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").
(4)	Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
ORION US GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
ORION US HOLDINGS 1 L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
Brookfield BRP Holdings (Canada) Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J 2T3		X
BBHC Orion Holdco L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3		X

Signatures
/s/ Jessica Diab for Brookfield Asset Management Inc.		7/31/2020
^**Signature of Reporting Person		Date
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc.		7/31/2020
^**Signature of Reporting Person		Date
/s/ Brian Lawson for Partners Limited		7/31/2020
^**Signature of Reporting Person		Date
/s/ Adrienne Moore for Orion US GP LLC		7/31/2020
^**Signature of Reporting Person		Date
/s/ Adrienne Moore for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC		7/31/2020
^**Signature of Reporting Person		Date
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC		7/31/2020
^**Signature of Reporting Person		Date
/s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc.		7/31/2020
^**Signature of Reporting Person		Date
/s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc.		7/31/2020
^**Signature of Reporting Person		Date