225 Bush Street, Suite 1400

San Francisco, CA

Calise Y. Cheng, Esq.

Cooley LLP

3715 Hanover Street

Palo Alto, California 94304-1130

650-843-5000

Jeanna Steele, Esq.

Sundance Banks, Esq.

Sunrun Inc.

225 Bush Street, Suite 1400

San Francisco, California 94104

(415) 580-6900

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Title of Securities

to be Registered

Amount

to be

Registered⁽¹⁾

Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Sunrun Inc. 2015 Equity Incentive Plan

Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Sunrun Inc. 2015 Employee Stock Purchase Plan

TOTAL:

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Sunrun Inc. 2015 Equity Incentive Plan (“2015 Plan”) and the Sunrun Inc. 2015 Employee Stock Purchase Plan (“2015 ESPP”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

Represents an automatic increase of 4% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year to the number of the Registrant’s common stock reserved for issuance under, and which annual increase is provided for in the 2015 Plan.

Represents an automatic increase of 2% of the outstanding shares on the last day of the immediately preceding fiscal year to the number of shares of the Registrant’s common stock reserved for issuance under, and which annual increase is provided for, in the 2015 ESPP.

Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $44.18 per share, the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select stock market on August 12, 2020.

Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 85% of $44.18, the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select stock market on August 12, 2020. Pursuant to the 2015 ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the Registrant’s common stock on the first trading day of the offering period or on the exercise date.

Incorporation of Documents by Reference.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 27, 2020 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than the portions of these documents not deemed to be filed); and

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37511) filed with the Commission on July 22, 2015, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

The Registrant will not be obligated pursuant to its amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.

The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.

The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents

Exemption from Registration Claimed.

Exhibits.

Exhibit

Incorporated by Reference

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Signature

Title

Date

/s/ Lynn Jurich

/s/ Thomas vonReichbauer

/s/ Michelle Philpot

/s/ Edward Fenster

/s/ Katherine August-deWilde

/s/ Leslie Dach

/s/ Alan Ferber

/s/ Mary Powell

/s/ Gerald Risk