Sec Form 13D Filing - Pattern Renewables LP @ Pattern Energy Group Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Pattern Energy Group Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

70338P 100

(CUSIP Number)

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 2, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Renewables LP

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) Less than 0.1%

	14	Type of Reporting Person PN

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Renewables GP LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) Less than 0.1%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Development Finance Company LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,160

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,160

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,160

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Energy Group LP

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person PN

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Energy GP LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Energy Group Holdings LP

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person PN

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Pattern Energy Group Holdings GP LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons R/C Wind II LP

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person PN

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100						13D

	1	Names of Reporting Persons R/C Renewable Energy GP II, L.L.C.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 4,810,162

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 4,810,162

	Aggregate Amount Beneficially Owned by Each Reporting Person 4,810,162

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 4.9%

	14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 70338P 100

13D

Explanatory Note

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 12, 2014 (as amended to date, the “Schedule 13D”), relating to the Class A common stock, par value $0.01 (the “Class A shares”) of Pattern Energy Group Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5(a) - (b) of the Schedule 13D is amended and restated in its entirety by inserting the following information:

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Class A shares beneficially owned by each of the Reporting Persons, as well as the number of Class A shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, based on 98,096,760 Class A shares outstanding as of May 7, 2018.

Reporting Person	Amount beneficially owned	Percent of class		Sole power to vote or to direct the vote	Shared power to vote or to direct the vote	Sole power to dispose or to direct the disposition	Shared power to dispose or to direct the disposition
Pattern Renewables LP	2	*		0	2	0	2
Pattern Renewables GP LLC	2	*		0	2	0	2
Pattern Development Finance Company LLC	4,810,160	4.9	%	0	4,810,160	0	4,810,160
Pattern Energy Group LP	4,810,162	4.9	%	0	4,810,162	0	4,810,162
Pattern Energy GP LLC	4,810,162	4.9	%	0	4,810,162	0	4,810,162
Pattern Energy Group Holdings LP	4,810,162	4.9	%	0	4,810,162	0	4,810,162
Pattern Energy Group Holdings GP LLC	4,810,162	4.9	%	0	4,810,162	0	4,810,162
R/C Wind II LP	4,810,162	4.9	%	0	4,810,162	0	4,810,162
Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.	4,810,162	4.9	%	0	4,810,162	0	4,810,162
R/C Renewable Energy GP II, L.L.C.	4,810,162	4.9	%	0	4,810,162	0	4,810,162

* Less than 0.1%

R/C Renewable Energy GP II is the managing member of R/C Renewable Energy Grant GP, which is the general partner of R/C Wind II, which is the managing member of PEG Holdings GP, which is the general partner of PEG Holdings, which is the managing member of Pattern Energy GP, which is the general partner of PEG LP, which is the sole member of Pattern Renewables GP, which is the general partner of Pattern Renewables. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Pattern Renewables. PEG LP is the sole member of Pattern Finco. As a result, R/C Renewable Energy GP II, R/C Renewable Energy Grant GP, R/C Wind II, PEG Holdings GP, PEG Holdings,

CUSIP No. 70338P 100

13D

Pattern Energy GP and PEG LP may be deemed to share beneficial ownership of the shares held by Pattern Finco. 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 Pattern Renewables. Such individuals expressly disclaim any such beneficial ownership.

Item 5(c) of the Schedule 13D is amended and supplemented by inserting the following information:

From the date of the most recent amendment to this Schedule 13D through July 6, 2018, Pattern Finco disposed of 1,302,600 Class A shares, in a series of transactions at prices ranging from $17.825 to $19.57 per share in open market transactions on the Nasdaq Global Select Market. Details by date, listing the number of shares of Class A shares disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for these transactions.

Date	Equity Shares Disposed Of	Weighted Average Price per Share
May 23, 2018	38,500	$	17.9713
May 24, 2018	37,500	$	18.1634
May 25, 2018	42,100	$	18.3654
May 29, 2018	43,200	$	18.4850
May 30, 2018	36,700	$	18.5756
May 31, 2018	30,800	$	18.6212
June 1, 2018	38,000	$	18.4747
June 4, 2018	38,800	$	18.4802
June 5, 2018	44,200	$	18.5050
June 6, 2018	61,100	$	18.1568
June 7, 2018	38,600	$	18.2743
June 8, 2018	34,600	$	18.2720
June 11, 2018	39,600	$	18.1220
June 12, 2018	43,800	$	18.5046
June 13, 2018	49,000	$	18.7407
June 14, 2018	60,300	$	18.9352
June 15, 2018	65,200	$	19.1855
June 18, 2018	54,300	$	19.2707
June 19, 2018	57,800	$	19.2847
June 20, 2018	36,200	$	19.2735
June 21, 2018	42,100	$	18.9020
June 22, 2018	54,000	$	19.0389
June 25, 2018	39,000	$	19.2016
June 26, 2018	57,100	$	19.2520
June 27, 2018	41,600	$	19.0529
June 28, 2018	44,200	$	18.5407
June 29, 2018	34,600	$	18.7530
July 2, 2018	27,700	$	18.5575
July 3, 2018	14,700	$	18.6547
July 5, 2018	27,000	$	18.8182
July 6, 2018	30,300	$	19.0898

CUSIP No. 70338P 100

13D

Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons or Related Persons has effected any transactions in the Class A shares of the Issuer since the most recent filing on Schedule 13D.

(d) None.

(e) As of July 2, 2018, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A shares of the Issuer.

CUSIP No. 70338P 100

13D

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 9, 2018
	PATTERN RENEWABLES LP


	By:	/s/ Dyann S. Blaine
	Name:	Dyann S. Blaine
	Title:	Vice President


	PATTERN RENEWABLES GP LLC


	By:	/s/ Dyann S. Blaine
	Name:	Dyann S. Blaine
	Title:	Vice President


	PATTERN DEVELOPMENT FINANCE COMPANY LP


	By:	/s/ Dyann S. Blaine
	Name:	Dyann S. Blaine
	Title:	Vice President


	PATTERN ENERGY GROUP LP


	By:	/s/ Dyann S. Blaine
	Name:	Dyann S. Blaine
	Title:	Vice President


	PATTERN ENERGY GP LLC


	By:	/s/ Dyann S. Blaine
	Name:	Dyann S. Blaine
	Title:	Vice President

CUSIP No. 70338P 100

13D

PATTERN ENERGY GROUP HOLDINGS LP


By:		/s/ Daniel M. Elkort
Name:		Daniel M. Elkort
Title:		Vice President


PATTERN ENERGY GROUP HOLDINGS GP LLC

By:	R/C 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, L.L.C., its sole member


By:		/s/ Peter Haskopoulos
Name:		Peter Haskopoulos
Title:		Authorized Person


R/C WIND II LP

By:	Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner
By:	R/C Renewable Energy GP II, L.L.C., its sole member


By:		/s/ Peter Haskopoulos
Name:		Peter Haskopoulos
Title:		Authorized Person


RIVERSTONE/CARLYLE RENEWABLE ENERGY GRANT GP, L.L.C.

By:	R/C Renewable Energy GP II, L.L.C., its sole member


By:		/s/ Peter Haskopoulos
Name:		Peter Haskopoulos
Title:		Authorized Person

CUSIP No. 70338P 100

13D

	R/C RENEWABLE ENERGY GP II, L.L.C.


	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Authorized Person

Sec Form 13D Filing - Pattern Renewables LP filing for Pattern Energy Group Inc. (PEGI) - 2018-07-09