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 (date of earliest event reported): ~~February~~March 1528, 2018

_________________________________________________

8point3 Energy Partners LP

(Exact name of registrant as specified in its charter)

_________________________________________________



Delaware	1-37447	47-3298142
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

77 Rio Robles
San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 240-5500

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 provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☒



Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☒

Item 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

AsOn ~~previously~~March ~~disclosed~~28, ~~8point3 Operating Company~~2018, ~~LLC (“OpCo”), a wholly-owned subsidiary of~~ 8point3 Energy Partners LP (the “Partnership”), ~~and~~issued ~~SunPower~~a ~~Corporation~~press ~~(“SunPower”)~~release ~~entered into the Right of First Offer Agreement, dated as of June 24, 2015~~ (the “~~ROFO~~Press ~~Agreement~~Release”), ~~pursuant~~reporting tothe ~~which~~Partnership’s ~~SunPower~~financial ~~granted~~and tooperating ~~OpCo~~results afor ~~right~~the of first ~~offer~~quarter toended ~~purchase~~February ~~certain solar energy generating facilities for a period of five years~~28, ~~including the 100 MW Boulder Solar 1 solar generation project in Nevada (“Boulder Solar Project”)~~2018. ~~The~~A ~~Partnership~~copy ~~has~~of ~~also previously disclosed that OpCo waived~~ the ~~45-day~~Press ~~negotiation~~Release ~~period~~is ~~under~~furnished ~~the ROFO Agreement~~ with ~~respect~~this toreport ~~the~~as ~~Boulder~~Exhibit ~~Solar~~99.1 ~~Project,~~ and ~~that,~~is ~~following~~incorporated ~~such~~herein ~~waiver,~~by ~~SunPower has the right to offer and sell the interest in the Boulder Solar Project that was subject to the ROFO Agreement to a third party, in accordance with the terms of the ROFO Agreement~~reference.

OnThe ~~Thursday,~~information ~~February~~provided ~~15,~~in ~~2018,~~this itItem ~~was~~2.02 ~~announced~~and ~~that~~in ~~SunPower~~Exhibit ~~has~~99.1 ~~sold~~shall ~~the~~be ~~interest~~deemed in“furnished” and shall not be deemed “filed” for purposes of Section 18 of the ~~Boulder~~Securities ~~Solar~~Exchange ~~Project~~Act ~~that~~of ~~was~~1934 (the “Exchange Act”) or otherwise subject to the ~~ROFO~~liabilities ~~Agreement~~of that section, nor shall it be deemed to abe ~~third~~incorporated ~~party.~~by Asreference ~~such,~~in ~~OpCo~~any nofiling ~~longer~~under ~~has~~the Securities Act of 1933 or the ~~ability~~Exchange toAct, ~~acquire~~except ~~such~~as ~~interest~~shall be expressly set forth by specific reference in ~~the~~such ~~Boulder~~a ~~Solar~~filing, ~~Project~~regardless orof ~~its~~any ~~related~~general ~~assets~~incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits



Number		Exhibit Index
99.1		Press Release, dated March 28, 2018.

SIGNATURE

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

		8POINT3 ENERGY PARTNERS LP
		By:	8point3 General Partner, LLC,
			its general partner
		By:	/s/ JASON E. DYMBORT
			Jason E. Dymbort
			General Counsel
Date:	~~February~~March 1528, 2018

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