UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~June 22, 2016 (June 16, 2016)~~

Date of Report (Date of earliest event reported): June 28, 2016 (June 24, 2016)

SunEdison, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware(State or other jurisdiction ofIncorporation) 1-13828(Commission File Number) 56-1505767(I.R.S. EmployerIdentification Number)

Delaware

1-13828

56-1505767

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

13736 Riverport Dr.~~Maryland~~ ~~Heights, Missouri 63043 (Address of principal executive offices) (Zip Code)~~

~~(314)~~Maryland ~~770-7300(Registrant's telephone number~~Heights, ~~including~~Missouri ~~area~~63043 ~~code) Not Applicable(Former name or former address, if changed since last report)~~

(Address of principal executive offices) (Zip Code)

(314) 770-7300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ ~~5.02 Departure~~Soliciting ofmaterial ~~Directors~~pursuant orto ~~Certain~~Rule ~~Officers;~~14a-12 ~~Election~~under ofthe ~~Directors;~~Exchange ~~Appointment~~Act of(17 ~~Certain~~CFR ~~Officers; Compensatory Arrangements of Certain Officers~~ 240.14a-12)

~~Departure~~¨ ofPre-commencement ~~Ahmad~~communications ~~Chatila~~pursuant asto ~~President,~~Rule ~~Chief~~14d-2(b) ~~Executive~~under ~~Officer~~the ~~and~~Exchange ~~Director~~Act (17 CFR 240.14d-2(b))

On¨ ~~June~~Pre-commencement ~~16,~~communications ~~2016,~~pursuant ~~Ahmad~~to ~~Chatila,~~Rule ~~President, Chief Executive Officer and a member of the Board of Directors of SunEdison, Inc.~~ 13e-4(~~“SunEdison” or the “Company”~~c), ~~notified~~under the ~~Company~~Exchange ofAct ~~his~~(17 ~~decision~~CFR ~~to resign from his employment positions as Chief Executive Officer, member of the Board of Directors and all other positions with SunEdison~~240. ~~The Company has agreed to waive the 30~~13e-~~day notice period, and the resignation will become effective as of June 22, 2016. In accordance with the employment agreement by and between the Company and Mr. Chatila, dated as of February~~ 4, 2009 and as amended on January 29, 2010 and as further amended on March 10, 2015, Mr. Chatila will not receive severance payments. Mr. Chatila’s resignation was not due to any disagreement with the Company.(c))

~~Appointment~~Item ~~of John S~~1.01 ~~Dubel~~Entry asinto ~~Chief~~a ~~Executive~~Material ~~Officer~~Definitive Agreement.

~~On June 22~~SunEdison, ~~2016~~Inc., ~~SunEdison~~a ~~appointed~~debtor ~~John~~and debtor-in-possession S.(the ~~Dubel~~“Company”) asin ~~the~~a ~~Chief~~pending ~~Executive~~case ~~Officer~~(the of“Chapter ~~the~~11 ~~Company,~~Case”) ~~effective~~in ~~immediately.~~the ~~Mr.~~United ~~Dubel~~States ~~will~~Bankruptcy ~~report~~Court ~~directly~~for tothe ~~SunEdison's~~Southern ~~Board~~District of ~~Directors. Mr.~~New ~~Dubel,~~York ~~age~~(the ~~57,~~“Bankruptcy ~~has~~Court”) ~~served~~under asChapter ~~SunEdison’s~~11 ~~Chief~~of ~~Restructuring~~the ~~Officer~~United ~~since~~States Bankruptcy ~~April 29~~Code, ~~2016~~obtained ~~and~~certain ~~will~~amendments ~~continue~~to in that ~~role. He~~certain isSenior ~~also~~Secured ~~the~~Superpriority ~~Chief~~Debtor-in-Possession ~~Executive~~Credit ~~Officer~~Agreement, ofdated ~~Dubel~~as &of ~~Associates~~April 26, ~~LLC,~~2016 a(as ~~provider~~amended, ofthe ~~restructuring~~“DIP ~~and~~Credit ~~turnaround~~Agreement”), ~~services~~entered tointo ~~underperforming~~by ~~companies~~and ~~which~~among hethe Company, ~~founded~~the inlenders ~~1999.~~from Hetime ~~has~~to ~~over~~time 30party ~~years~~thereto of(the ~~experience~~“DIP inLenders”), ~~Board~~Deutsche ~~representation,~~Bank ~~turnaround~~AG ~~management,~~New ~~crisis~~York ~~management~~Branch, ~~operational~~as ~~restructurings~~administrative ~~and~~agent ~~divestments~~(in ~~with~~such ~~respect~~capacity, tothe ~~distressed~~“DIP ~~companies.~~Agent”), Heand isthe ~~currently~~letter ~~serving~~of oncredit ~~the~~issuers ~~Board~~ and asother ~~the~~financial institutions ~~Liquidating~~and ~~Trust~~entities ~~Manager~~party ofthereto ~~the~~from ~~ResCap~~time ~~Liquidating~~to ~~Trust~~time. ~~Most~~Such ~~recently,~~amendments ~~Mr.~~are ~~Dubel~~reflected ~~was~~in ~~the~~that ~~Chief~~certain ~~Executive~~Amendment ~~Officer~~No. 3 ofto ~~Financial~~Senior ~~Guaranty~~Secured ~~Insurance~~Superpriority ~~Company~~Debtor-in-Possession ~~(FGIC)~~Credit Agreement, adated ~~monoline~~as ~~insurance~~of ~~company~~June 24, ~~and~~2016 ~~prior~~(the to“DIP Amendment”), ~~that~~among hethe ~~was~~Company, athe ~~partner~~DIP inLenders ~~Gradient~~party ~~Partners,~~thereto ~~L.P.,~~and athe ~~single~~DIP ~~strategy distressed hedge fund~~Agent.

~~Mr.~~The ~~Dubel~~DIP isAmendment amodifies ~~member~~certain ofprovisions in the ~~Turnaround~~DIP ~~Management~~Credit ~~Association~~Agreement ~~and~~relating ~~the~~to, ~~American~~among ~~Bankruptcy~~other ~~Institute.~~things: ~~Mr.~~(a) guaranty ~~Dubel~~and ~~received~~collateral amatters; ~~Bachelor~~and in(b) certain ~~Business~~milestones ~~Administration~~relating ~~degree~~to ~~from~~ the ~~College~~Company’s ofrestructuring ~~William and Mary~~efforts.

AsThe ~~part~~foregoing description of ~~Mr. Dubel’s appointment as~~ the ~~Company’s~~DIP ~~Chief~~Amendment ~~Restructuring~~does ~~Officer,~~not ~~the~~purport ~~Company~~to ~~and~~be ~~Mr.~~complete ~~Dubel entered into an engagement letter, dated April 29, 2016 (the “Engagement Letter”). Mr. Dubel’s compensation for his services as Chief Executive Officer~~ and ~~Chief~~is ~~Restructuring~~qualified ~~Officer will be~~ in ~~accordance~~its ~~with~~entirety ~~the~~by ~~Engagement~~reference ~~Letter and the Order Pursuant~~ to ~~Bankruptcy Code Sections 105(a) and 363(b) Authorizing Debtors to Appoint John S. Dubel as Chief Restructuring Officer dated June 8, 2016 (~~the ~~“Order”)~~text of such ~~the~~document, ~~Bankruptcy~~which ~~Court~~is infiled ~~SunEdison’s~~as ~~chapter~~Exhibit 1110.1 ~~proceedings,~~hereto ~~which~~and ~~provides~~is aincorporated ~~monthly~~by ~~fee~~reference ~~of $175,000 (the “Monthly Fee)~~herein.

In addition, Mr. Dubel will be entitled to a restructuring fee of $4,000,000 upon the earlier to occur of (a) the effective date of a plan of reorganization or liquidation (a “Plan”) that restructures or otherwise provides treatment for all or substantially all of the Company’s equity interests and liabilities and (b) the sale, transfer, or other disposition of all or substantially all of the Company's assets or equity interests in one or more transactions (a "Sale"). The restructuring fee shall be reduced by one-half (1/2) of each monthly fee paid to Mr. Dubel for any month beginning nine (9) months after April 29, 2016. Mr. Dubel also may be entitled to an additional fee (the “Contingent Restructuring Fee”) in an amount determined by the independent directors of the Board of Directors of SunEdison, subject to certain notice provisions.

In addition to the fees set forth above, the Company shall pay directly or reimburse Mr. Dubel upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with his assignment.

If the Engagement Letter is terminated prior to October 31, 2016, except in the case of a confirmed plan of reorganization, Mr. Dubel shall be entitled to the payment of Monthly Fees through October 31, 2016.

The foregoing summary of the Engagement Letter and Order does not purport to be complete and is qualified in its entirety by reference to the Engagement Letter and Order, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 22, 2016, the Company issued a press release regarding the appointment of Mr. Dubel as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit ~~Description~~ 10.1 Amendment No. 3 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 24, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent.

10.1 Engagement Letter between SunEdison, Inc. and John S. Dubel dated April 29, 2016

10.2 Order Pursuant to Bankruptcy Code Sections 105(a) and 363(b) Authorizing Debtors to Appoint John S. Dubel as Chief Restructuring Officer dated June 8, 2016

99.1 Press Release dated June 22, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

		SUNEDISON, INC.
Date:	June 22, 2016	By:	/s/ Martin H. Truong
			Martin H. TruongSenior Vice President, General Counsel and Corporate Secretary

Date: June 28, 2016


SUNEDISON, INC.

By:		/s/ John S. Dubel
Name:		John S. Dubel
Title:		Chief Executive Officer and Chief Restructuring Officer

EXHIBIT INDEX

10.1		Engagement Letter between SunEdison, Inc. and John Dubel dated April 29, 2016
Exhibit No.		Description
10.2		Order Pursuant to Bankruptcy Code Sections 105(a) and 363(b) Authorizing Debtors to Appoint John S. Dubel as Chief Restructuring Officer dated June 8, 2016
Exhibit 10.1		Amendment No. 3 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 24, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent.
99.1		Press Release, dated June 22, 2016.

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