On May 12, 2017, TerraForm Power, Inc. (the Company) received a
notification letter from a Senior Director of Nasdaq Listing
Qualifications (the Notification Letter). The Notification Letter
stated that because the Company has not yet filed its Form 10-Q
for the period ended March 31, 2017 (the 1Q17 10-Q), this serves
as an additional basis for delisting the Companys securities from
the Nasdaq Stock Market under Nasdaq Listing Rule 5250(c)(1),
which requires timely filing of periodic reports with the
Securities and Exchange Commission.

As previously disclosed, on March 20, 2017, a Nasdaq Hearings
Panel granted a request from the Company for an extension until
June 30, 2017 in order to regain compliance with Nasdaqs
continued listing requirements with respect to its delayed Form
10-K for the year ended December 31, 2016, the 1Q17 10-Q and its
delinquency in holding its annual meeting of stockholders during
the year ended December 31, 2016. The Company continues to work
to regain compliance with Nasdaqs continued listing requirements
as soon as practicable. However, there can be no assurance that
the Company will regain compliance with Nasdaqs continued listing
requirements on or before June 30, 2017 or that the Company will
be granted any additional extensions to regain compliance with
Nasdaqs continued listing requirements.

Item 7.01 Regulation FD Disclosure.

On May 16, 2017, the Company issued a press release announcing
the receipt of the Notification Letter. A copy of the press
release is furnished herewith as Exhibit 99.1.

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.

Cautionary Note Regarding Forward-Looking Statements.>Except
for historical information contained in this Form 8-K and the
press release attached as an exhibit hereto, this Form 8-K and
the press release contain forward-looking statements which
involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
these statements. Please refer to the cautionary note in the
press release regarding these forward-looking statements.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits