July 22, 2015

Via EDGAR and Overnight Delivery

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

On behalf of our client, Sunrun Inc. (“Sunrun” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 10, 2015, relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and filing a revised Registration Statement. For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Registration Statement and a copy marked to show all changes from the version filed on June 25, 2015.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement submitted on June 25, 2015), all page references herein correspond to the page of the revised filing of the Registration Statement.

General

In response to the Staff’s comment, we supplementally advise the Staff that we have updated the Registration Statement to include a bona fide price range.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 53

In response to the Staff’s comment, we have updated the disclosure on pages 6-7 and 54 of the Registration Statement to include certain preliminary operating data for the quarter ended March 31, 2015, including megawatts deployed and cumulative megawatts deployed. We have also updated the disclosure on pages 6-7 and 54 of the Registration Statement to disclose the securitization of residential distributed solar assets by one of the Company’s subsidiaries, which closed on July 9, 2015.

Estimated Retained Value, page 59

In response to the Staff’s comment, we have revised the disclosure on page 61 of the Registration Statement to include the aggregate nameplate capacity of solar energy systems under customer agreements for each period presented.

In response to the Staff’s comment, we have revised the disclosure on page 60 of the Registration Statement to include the assumption that substantially all customers will opt to purchase the solar energy system at the end of the initial lease term.

In response to the Staff’s comment, and pursuant to our telephone conversation with the Staff, we have updated the disclosure on pages 62-63 of the Registration Statement to provide the components of project value and the calculations for the quarter ended March 31, 2015.

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We supplementally advise the Staff that the Company is only including utility and/or state incentives received by the Company (either directly or by assignment from the customer) within project value.

We supplementally advise the Staff that deposits and partial payments are made by customers at the time they enter into customer agreements. Once these payments have been made to the Company, they are no longer included in the calculation of estimated retained value, as estimated retained value only includes future payments. However, the Company included these payments within project value in order to capture the contribution of these payments to the aggregate value created by the customer agreements.

In response to the Staff’s comment, we have revised the disclosure on page 62 of the Registration Statement to confirm that the cost of solar energy systems is not deducted from project value as project value is intended to capture gross value creation.

Results of Operations, page 69

In response to the Staff’s comment, we have revised the disclosure on pages 71-72 of the Registration Statement to expand the analysis describing the factors that contributed to the differences in the margins between these two periods.

In response to the Staff’s comments above, we have revised the disclosure on page 73 of the Registration Statement regarding the two factors and the impact on the expected tax benefit for the first quarter of fiscal year 2015.

Allocation of losses to noncontrolling interests

ASC 810-10-50-1A requires presentation of the attribution of consolidated earnings to the controlling and the noncontrolling interests on the face of the consolidated income statement. Income taxes included in consolidated income taxes and attributed to noncontrolling interests on the face of the consolidated income statement will vary depending on whether a subsidiary is a partnership or a C corporation. Partnerships are not taxable entities. Instead, the tax consequences of transactions within the partnership flow through to the partners. The partners then report their proportionate share of the partnership’s income or loss in their individual capacities. Therefore, for the Company’s consolidated subsidiaries which are partnerships, the Company only reports taxes on its share of the partnership taxable activity in consolidated income tax expense. The taxes payable (or receivable) on the portion of the partnership owned by the noncontrolling interests are not included in consolidated income tax expense. Due to this accounting, a permanent difference is created which reduces the tax benefit by 21.9% which would be expected to be reported based upon the application of the statutory federal rate to consolidated pre-tax losses. Conversely, if the Company’s subsidiaries were C corporations, because a C corporation is a taxable entity, the Company would have included the taxes of the C corporation subsidiaries in the consolidated tax expense and any amounts allocated to noncontrolling interests would have been included in the allocation of losses to noncontrolling interests.

Intercompany transactions

As disclosed in Note 2 of the Company’s financial statements, the Company sells solar energy systems to the investment funds (“Funds”). As the Funds are consolidated by the Company, the gains on the sale of the solar energy systems are eliminated in the consolidated financial statements. However, the Company recognizes taxable income in its tax return as a result of the intercompany transactions.

In accordance with ASC 810-10-45-8 and ASC 740-10-25-3(e), the tax expense incurred related to these intercompany sales is not recognized in the statements of operations, but rather is deferred as a prepaid tax asset. This prepaid tax asset is amortized as income tax expense over the book depreciable life of the underlying solar energy systems. Additionally, in accordance with ASC 740-10-25-3(e), the Company does not recognize deferred tax assets for the deductible temporary differences that result from the purchase price of the solar energy systems in these intercompany transactions exceeding their consolidated book bases.

The Company measures the incremental tax effect of the intercompany sales on its tax provision on a with-and-without basis. That is, the Company determines its tax provision with the intercompany transactions and without the intercompany transactions. The difference between those two tax provisions represents the prepaid tax asset.

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Without the intercompany sales, the Company’s net operating losses in a given year would be greater as the intercompany sales generate taxable income in that year. Therefore, under the with-and-without approach, the Company evaluates whether those incremental current year losses (i.e., the losses reduced by the taxable income from intercompany sales) would have required a valuation allowance if the intercompany transactions had not occurred. To the extent a valuation allowance would have been required on those incremental current year losses, the with-and-without analysis reflects the amount of that allowance, which is included in the measurement of the prepaid tax asset. To the extent that no valuation allowance is required on these incremental current year losses, the taxable temporary differences used to support the realizability of those losses, and thus the measurement of prepaid tax asset, are not considered available when measuring prepaid tax assets in future periods. That is, the Company does not believe it would be appropriate to “double count” its taxable temporary differences when measuring its prepaid tax assets under its with-and-without approach in future periods. If those taxable temporary differences were utilized again, the Company believes that it would inappropriately increase the measurement of its prepaid tax assets.

During the first quarter of 2015, the Company determined that a valuation allowance of $6.3M was necessary under its with-and-without approach and that allowance was reflected in the measurement of its prepaid tax asset for the quarter. That allowance accounts for significantly all of the 8.7% effect of intercompany transactions on the Company’s income tax rate for the quarter. The measurement of the prepaid tax asset in the first quarter of 2015 was determined in accordance with the Company’s historical with-and-without accounting policy that has been consistently applied in prior periods.

We supplementally advise the Staff that the Company corrected an immaterial error in the calculation of income tax expense (benefit) related to the accounting for the income tax effects of intercompany sales transactions as disclosed in Note 2 to the financial statements.

Critical Accounting Policies and Estimates, page 81

Common Stock Valuation, page 84

In response to the Staff’s comment, we have updated the disclosure on page 88 of the Registration Statement to include information regarding the stock option grants made subsequent to March 31, 2015.

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Government Regulation and Incentives, page 104

Government Incentives, page 104

In response to the Staff’s comment, we have revised the disclosure on page 107 of the Registration Statement to clarify that the personal property taxes are assessed against the Company and may be passed through to the homeowner, pursuant to the terms of the customer agreement.

Principal and Selling Stockholders, page 129

In response to the Staff’s comment, we have updated the disclosure on page 134 of the Registration Statement to disclose how the CEE shareholders acquired the securities they may offer and sell pursuant to the Registration Statement.

2. Summary of Significant Accounting Policies, page F-10

Solar Energy Systems, net, page F-13

In response to the Staff’s comment, we have updated the disclosure on page F-13 of the Registration Statement to clarify that the Company believes it is more likely that the customer will elect to purchase the solar energy system at the end of the initial lease period rather than renew their customer agreement due to the cost of purchasing the solar energy system being significantly lower than it was at the initiation of the customer agreement, in order to reduce electricity costs, as well as increase the value and marketing attributes of their home.

Revenue Recognition, page F-17

Operating leases and incentives, page F-17

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In response to the Staff’s comment, we have updated the disclosure on page F-18 of the Registration Statement to clarify that management has determined that the Customer Agreements are operating leases as opposed to capital leases due to its analysis pursuant to ASC 840, Leases, whereby management estimates the economic life of solar energy systems to be 30 years whereas the estimated useful life to the Company is 20 years which coincides with the expected holding period and initial lease term of 20 years.

Solar energy systems and product sales, page F-17

In response to the Staff’s comment, we have updated the disclosure on pages 72 and F-18 of the Registration Statement to disclose that volume discounts are recorded as a reduction to revenue. We supplementally advise the Staff that the discounts are recorded as a reduction of revenue pursuant to ASC 605-50-45 because the Company does not receive goods or services in exchange for the discounts offered.

17. Stock-Based Compensation, page F-38

In response to the Staff’s comment, we have updated the disclosure on page F-43 of the Registration Statement to clarify that the stock-based compensation expense related to the sales of shares of common stock by employees and former employees is included in the table of stock-based compensation on page F-43 of the Registration Statement.

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Please direct any questions regarding the Company’s responses or the revised filing of the Registration Statement to me at (650) 565-3890 or ccheng@wsgr.com.

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