SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
8point3 Energy Partners LP
(Exact name of registrant as specified in its charter)
|(State of incorporation or organization)||(I.R.S. Employer Identification No.)|
77 Rio Robles
San Jose, California
|(Address of principal executive offices)||(Zip Code)|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which
|Class A shares representing limited partner interests||The NASDAQ Stock Market LLC|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates (if applicable):
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Registrants Securities to be Registered.
A description of the class A shares representing limited partner interests in 8point3 Energy Partners LP (the Registrant) is set forth under the captions Prospectus Summary, Our Cash Distribution Policy and Restrictions on Distributions, Provisions of our Partnership Agreement and the Opco Limited Liability Company Agreement Relating to Cash Distributions, Description of the Shares, Material Provisions of the 8point3 Partners Partnership Agreement, Shares Eligible For Future Sale and Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders in the prospectus included in the Registrants registration statement on Form S-1 (Registration No. 333-202634) (the Form S-1 Registration Statement), initially filed with the Securities and Exchange Commission on March 10, 2015, under the Securities Act of 1933 (the Securities Act). This description of the class A common shares is incorporated herein by reference and will be set forth in any prospectus filed in accordance with Rule 424(b) under the Securities Act.
Item 2. Exhibits.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused the Form S-1 Registration Statement to be signed on its behalf by the undersigned.
|Date: June 15, 2015||8point3 Energy Partners LP|
|By:||8point3 General Partner, LLC, its General Partner|
|By:||/s/ Jason E. Dymbort|
|Name:||Jason E. Dymbort|