SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

TerraForm Global, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

88104M101

(CUSIP Number)

 

 

April 15, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   Rule 13d-1(b)
   
X  Rule 13d-1(c)
   
   Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

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

 

 

 

CUSIP No. 88104M101

 13G Page2 of 7 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vincent C. Smith

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨
(b)   ¨

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

                              

NUMBER OF

 5

SOLE VOTING POWER

 

7,000,979

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

7,000,979

WITH

 

 

 8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,000,979

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     
¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 

CUSIP No. 88104M101

 13G Page 3 of 7 Pages

 

 

Item 1.

 

(a)Name of Issuer

 

TerraForm Global, Inc.

 

(b)Address of Issuer’s Principal Executive Offices

 

7550 Wisconsin Avenue, 9th Floor

Bethesda, Maryland 20814

 

Item 2.

 

(a)Name of Person Filing

 

Vincent C. Smith

 

(b)Address of Principal Business Office or, if none, Residence

 

The business address for Mr. Smith is 2560 East Chapman Avenue #173, Orange, CA 92869.

 

(c)Citizenship

 

Mr. Smith is a United States citizen.

 

(d)Title of Class of Securities

 

Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”)

 

(e)CUSIP Number

 

88104M101

 

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE.

 

(a)   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)   A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
(k)   Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                    .

 

 

 

CUSIP No. 88104M101

 13G Page 4 of 7 Pages

 

 

Item 4.Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

As of the date of this filing Mr. Smith beneficially owns 7,000,979 shares of the Class A Common Stock.

 

(b)Percent of class:

 

Based on the 116,710,351 shares of Class A Common Stock outstanding as of November 2, 2015 as reported in the Issuer’s Form 10-Q for the period ended September 30, 2015, as filed with the Securities and Exchange Commission on November 13, 2015, the 7,000,979 shares of Class A Common Stock beneficially owned by Mr. Smith constituted 6.0% of the shares outstanding.

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote – 7,000,979

 

(ii)Shared power to vote or to direct the vote – 0

 

(iii)Sole power to dispose or to direct the disposition of – 7,000,979

 

(iv)Shared power to dispose or to direct the disposition of – 0

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable

 

 

 

CUSIP No. 88104M101

 13G Page 5 of 7 Pages

 

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable

  

 

 

 

CUSIP No. 88104M101

 13G Page 6 of 7 Pages

 

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

CUSIP No. 88104M101

 13G Page 7 of 7 Pages

 

 

SIGNATURE

 

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

 

 

 

May 6, 2016

/s/Vincent C. Smith

Vincent C. Smith