Sec Form 13G Filing - Riverstone Energy Partners V L.P. filing for TALEN ENERGY CORP COM (TLN) - 2016-02-12

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 87422J105

1

Name of Reporting Person:
Riverstone Energy Partners V, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
25,459,633

7

Sole Dispositive Power
0

8

Shared Dispositive Power
25,459,633

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,459,633

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
19.8%

12

Type of Reporting Person
PN

CUSIP No. 87422J105

1

Name of Reporting Person:
Riverstone Energy GP V, LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
25,459,633

7

Sole Dispositive Power
0

8

Shared Dispositive Power
25,459,633

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,459,633

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
19.8%

12

Type of Reporting Person
PN

CUSIP No. 87422J105

1

Name of Reporting Person:
Riverstone V Raven Holdings, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Vot ing Power
0

6

Shared Voting Power
25,459,633

7

Sole Dispositive Power
0

8

Shared Dispositive Power
25,459,633

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,459,633

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
19.8%

12

Type of Reporting Person
OO

CUSIP No. 87422J105

1

Name of Reporting Person:
Raven Power Holdings LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
25,459,633

7

Sole Dispositive Power
0

8

Shared Dispositive Power
25,459,633

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,459,633

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
19.8%

12

Type of Reporting Person
OO

Item 1 (a).

Name of Issuer:
Talen Energy Corporation

Item 1 (b).

Address of Issuer’s Principal Executive Offices:
835 Hamilton Street, Suite 150

Allentown, PA 18101-1179

Item 2 (a).

Names of Persons Filing:
Riverstone Energy Partners V, L.P.

Riverstone Energy GP V, LLC

Riverstone V Raven Holdings, L.P.

Raven Power Holdings LLC

Item 2 (b).

Address or Principal Business Office or, if none, Residence:
The principal business office for each of Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, Riverstone V Raven Holdings, L.P. and Raven Power Holdings LLC is:

712 Fifth Avenue, 36th Floor

New York, NY 10019

Item 2 (c).

Citizenship:
Each of Riverstone Energy Partners V, L.P. and Riverstone V Raven Holdings, L.P. is a Delaware limited partnership.

Each of Riverstone Energy GP V, LLC and Raven Power Holdings LLC is a Delaware limited liability company.

Item 2 (d).

Title of Class of Securities:
Common Stock, par value $0.01

Item 2 (e).

CUSIP Number:
87422J105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership:

The percent of class provided for each reporting person below is based on 128,508,921 outstanding shares of common stock.

1. Riverstone Energy Partners V, L.P.

a. Amount beneficially owned:

25,459,633

b. Percent of class:

19.8%

c. Number of units as to which the person has:

i. Sole power to vote or to direct the vote:

0

ii. Shared power to vote or to direct the vote:

25,459,633

iii. Sole power to dispose or to direct the disposition of:

0

iv. Shared power to dispose or to direct the disposition of:

25,459,633

2. Riverstone Energy GP V, LLC

a. Amount beneficially owned:

25,459,633

b. Percent of class:

19.8%

c. Number of units as to which the person has:

i. Sole power to vote or to direct the vote:

0

ii. Shared power to vote or to direct the vote:

25,459,633

iii. Sole power to dispose or to direct the disposition of:

0

iv. Shared power to dispose or to direct the disposition of:

25,459,633

3. Riverstone V Raven Holdings, L.P.

a. Amount beneficially owned:

25,459,633

b. Percent of class:

19.8%

c. Number of units as to which the person has:

i. Sole power to vote or to direct the vote:

0

ii. Shared powe r to vote or to direct the vote:

25,459,633

iii. Sole power to dispose or to direct the disposition of:

0

iv. Shared power to dispose or to direct the disposition of:

25,459,633

4. Raven Power Holdings LLC

a. Amount beneficially owned:

25,459,633

b. Percent of class:

19.8%

c. Number of units as to which the person has:

i. Sole power to vote or to direct the vote:

0

ii. Shared power to vote or to direct the vote:

25,459,633

iii. Sole power to dispose or to direct the disposition of:

0

iv. Shared power to dispose or to direct the disposition of:

25,459,633

The reporting persons beneficially own 25,459,633 shares of common stock Talen Energy Corporation.

Raven Power Holdings LLC (“Raven”) is the record holder of 25,459,633 shares of common stock of Talen Energy Corporation. Riverstone Energy GP V, LLC (“GP V”) is the general partner of Riverstone Energy Partners V, L.P. (“LP V”), which is the general partner of Riverstone V Raven Holdings, L.P. (“Raven Holdings”) which is the controlling member of Raven. Each of GP V, LP V and Raven Holdings may be deemed to indirectly own the common stock directly owned through Raven.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certifications:

Not applicable.

Dated: February 12, 2016

RIVERSTONE ENERGY PARTNERS V, L.P.

By Riverstone Energy GP V, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE ENERGY GP V, LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE V RAVEN HOLDINGS L.P.

By Riverstone Energy Partners V, L.P., its general partner

By Riverstone Energy GP V, LLC, its general partner

&# xA0;

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RAVEN POWER HOLDINGS LLC

By Riverstone V Raven Holdings L.P., its controlling member

By Riverstone Energy Partners V, L.P., its general partner

By Riverstone Energy GP V, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

Exhibit No.

Description

99.1

Joint Filing Agreement