Pattern Energy Group Inc.
Pattern Energy Group Inc. (Form: 4, Received: 06/23/2017 17:23:23)
FORM 4
[ X ] 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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OMB Number: 3235-0287
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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 *

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, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2017
(Street)

NEW YORK, NY 10019
(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)
Code V Amount (A) or (D) Price
Class A Common Stock   6/21/2017     S    8700000   D $21.9082   8262546   I   See Footnotes   (1) (2)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Held of record by Pattern Development Finance Company LLC and Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of each of Pattern Development Finance Company LLC and 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 a five-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
R/C Renewable Energy GP II, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019

X

Pattern Energy Group Holdings LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111

X

Pattern Energy GP, LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111

X

Pattern Energy Group LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111

X

Pattern Renewables GP LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111

X

Pattern Renewables LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111

X

Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019

X

R/C Wind II LP
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019

X

Pattern Energy Group Holdings GP LLC
712 FIFTH AVE.
36TH FLOOR
NEW YORK, NY 10019

X


Signatures
R/C/ Renewable Energy GP II, LLC By: /s/ Thomas Walker, Authorized Person 6/23/2017
** Signature of Reporting Person Date

Pattern Energy Group Holdings LP By: /s/ Daniel M. Elkhort, Vice President 6/23/2017
** Signature of Reporting Person Date

Pattern Energy GP LLC By: /s/ Daniel M. Elkhort, Vice President 6/23/2017
** Signature of Reporting Person Date

Pattern Energy Group LP By: /s/ Dyann S. Blaine, Vice President 6/23/2017
** Signature of Reporting Person Date

Pattern Renewables GP LLC By: /s/ Dyann S. Blaine, Vice President 6/23/2017
** Signature of Reporting Person Date

Pattern Renewables LP By: /s/ Dyann S. Blaine, Vice President 6/23/2017
** Signature of Reporting Person Date

Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person 6/23/2017
** Signature of Reporting Person Date

RC Wind II LP By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person 6/23/2017
** Signature of Reporting Person Date

Pattern Energy Group Holdings GP LLC By: RC Wind II LP, its managing member By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person 6/23/2017
** Signature of Reporting Person Date


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